SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hienrich Edi

(Last)

(First)

(Middle)

800 W. OLYMPIC BLVD., SUITE 406

(Street)

LOS ANGELES

90015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2022

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Regional Pres. EMEA & India

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,207⁽¹⁾	D
Common Stock	20,202⁽²⁾	I	By wife

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽³⁾	03/02/2025	Common Stock	39,152	$15.22	D
Stock Appreciation Rights	⁽⁴⁾	02/27/2027	Common Stock	35,310	$28.595	D
Stock Appreciation Rights	⁽⁴⁾	02/27/2027	Common Stock	7,414	$28.595	I	By wife

Explanation of Responses:

1. Balance includes 29,852 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 7,926 RSUs will vest on February 20, 2023; 2,069 will vest on February 19, 2023 and 6,207 will vest on February 19, 2024; and 2,730 will vest on February 25, 2023, 2,730 will vest on February 25, 2024 and 8,190 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date.

2. Balance includes 13,732 unvested RSUs previously granted to the Reporting Person's wife, of which: 3,646 RSUs will vest on February 20, 2023; 952 will vest on February 19, 2023 and 2,855 will vest on February 19, 2024; and 1,255 will vest on February 25, 2023, 1,256 will vest on February 25, 2024 and 3,768 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date.

3. These stock appreciation rights were fully vested as of March 2, 2018.

4. These stock appreciation rights were fully vested as of February 27, 2020.

Remarks:

	Lisa Kwon, as Attorney-In-Fact for Edi Hienrich	08/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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