0001209191-18-051483.txt : 20180918
0001209191-18-051483.hdr.sgml : 20180918
20180918163610
ACCESSION NUMBER: 0001209191-18-051483
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20180917
FILED AS OF DATE: 20180918
DATE AS OF CHANGE: 20180918
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOUDIS RICHARD
CENTRAL INDEX KEY: 0001311175
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 181076088
MAIL ADDRESS:
STREET 1: C/O HERBALIFE INTERNATIONAL, INC.
STREET 2: 1800 CENTURY PARK EAST
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HERBALIFE NUTRITION LTD.
CENTRAL INDEX KEY: 0001180262
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309GT
STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
BUSINESS PHONE: 310 410 9600
MAIL ADDRESS:
STREET 1: P.O. BOX 309GT
STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: HERBALIFE LTD.
DATE OF NAME CHANGE: 20041214
FORMER COMPANY:
FORMER CONFORMED NAME: WH HOLDINGS CAYMAN ISLANDS LTD
DATE OF NAME CHANGE: 20020814
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-09-17
0
0001180262
HERBALIFE NUTRITION LTD.
HLF
0001311175
GOUDIS RICHARD
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES
CA
90015
0
1
0
0
Chief Executive Officer
Common Stock
2018-09-17
4
M
0
240000
10.33
A
676802
D
Common Stock
2018-09-17
4
D
0
44998
55.11
D
631804
D
Common Stock
2018-09-17
4
F
0
102084
55.11
D
529720
D
Common Stock
2018-09-17
4
M
0
106186
11.47
A
635906
D
Common Stock
2018-09-17
4
D
0
22101
55.11
D
613805
D
Common Stock
2018-09-17
4
F
0
44019
55.11
D
569786
D
Common Stock
2018-09-17
4
M
0
116018
26.65
A
685804
D
Common Stock
2018-09-17
4
D
0
56094
55.11
D
629710
D
Common Stock
2018-09-17
4
F
0
31371
55.11
D
598339
D
Common Stock
2018-09-17
4
M
0
236852
22.40
A
835191
D
Common Stock
2018-09-17
4
D
0
96250
55.11
D
738941
D
Common Stock
2018-09-17
4
F
0
73606
55.11
D
665335
D
Common Stock
2018-09-17
4
M
0
109322
39.79
A
774657
D
Common Stock
2018-09-17
4
D
0
78934
55.11
D
695723
D
Common Stock
2018-09-17
4
F
0
15911
55.11
D
679812
D
Common Stock
2018-09-17
4
M
0
166804
29.99
A
846616
D
Common Stock
2018-09-17
4
D
0
90774
55.11
D
755842
D
Common Stock
2018-09-17
4
F
0
39804
55.11
D
716038
D
Common Stock
2018-09-17
4
M
0
244698
15.22
A
960736
D
Common Stock
2018-09-17
4
D
0
67582
55.11
D
893154
D
Common Stock
2018-09-17
4
F
0
92723
55.11
D
800431
D
Common Stock
2018-09-17
4
M
0
166500
23.90
A
966931
D
Common Stock
2018-09-17
4
D
0
72209
55.11
D
894722
D
Common Stock
2018-09-17
4
F
0
49364
55.11
D
845358
D
Common Stock
2018-09-17
4
M
0
48532
31.26
A
893890
D
Common Stock
2018-09-17
4
D
0
27526
55.11
D
866364
D
Common Stock
2018-09-17
4
F
0
10998
55.11
D
855366
D
Common Stock
2018-09-17
4
M
0
25508
28.60
A
880874
D
Common Stock
2018-09-17
4
D
0
13236
55.11
D
867638
D
Common Stock
2018-09-17
4
F
0
6425
55.11
D
861213
D
Stock Appreciation Rights
10.33
2018-09-17
4
M
0
240000
0.00
D
2015-01-04
2020-01-04
Common Stock
240000
0
D
Stock Appreciation Rights
11.47
2018-09-17
4
M
0
106186
0.00
D
2013-05-07
2020-05-07
Common Stock
106186
0
D
Stock Appreciation Rights
26.65
2018-09-17
4
M
0
116018
0.00
D
2014-05-18
2021-05-18
Common Stock
116018
0
D
Stock Appreciation Rights
22.40
2018-09-17
4
M
0
236852
0.00
D
2015-05-31
2022-05-31
Common Stock
236852
0
D
Stock Appreciation Rights
39.79
2018-09-17
4
M
0
109322
0.00
D
2016-06-21
2023-12-19
Common Stock
109322
0
D
Stock Appreciation Rights
29.99
2018-09-17
4
M
0
166804
0.00
D
2017-04-30
2024-04-30
Common Stock
166804
0
D
Stock Appreciation Rights
15.22
2018-09-17
4
M
0
244698
0.00
D
2018-03-02
2025-03-02
Common Stock
244698
0
D
Stock Appreciation Rights
23.90
2018-09-17
4
M
0
166500
0.00
D
2018-05-07
2025-05-07
Common Stock
166500
0
D
Stock Appreciation Rights
31.26
2018-09-17
4
M
0
48532
0.00
D
2026-05-09
Common Stock
48532
72798
D
Stock Appreciation Rights
28.60
2018-09-17
4
M
0
25508
0.00
D
2027-02-27
Common Stock
25508
102034
D
The reporting person received 92,918 shares of common stock upon the net exercise of the 240,000 Stock Appreciation Rights ("SARS"). The reporting person forfeited 44,998 shares of common stock underlying the SARS in payment of the exercise price and 102,084 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 218,401 additional
shares of common stock.
The reporting person received 40,066 shares of common stock upon the net exercise of the 106,186 SARS. The reporting person forfeited 22,101 shares of common stock underlying the SARS in payment of the exercise price and 44,019 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 28,553 shares of common stock upon the net exercise of the 116,018 SARS. The reporting person forfeited 56,094 shares of common stock underlying the SARS in payment of the exercise price and 31,371 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 66,996 shares of common stock upon the net exercise of the 236,852 SARS. The reporting person forfeited 96,250 shares of common stock underlying the SARS in payment of the exercise price and 73,606 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 14,477 shares of common stock upon the net exercise of the 109,322 SARS. The reporting person forfeited 78,934 shares of common stock underlying the SARS in payment of the exercise price and 15,911 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 36,226 shares of common stock upon the net exercise of the 166,804 SARS. The reporting person forfeited 90,774 shares of common stock underlying the SARS in payment of the exercise price and 39,804 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 84,393 shares of common stock upon the net exercise of the 244,698 SARS. The reporting person forfeited 67,582 shares of common stock underlying the SARS in payment of the exercise price and 92,723 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 44,927 shares of common stock upon the net exercise of the 166,500 SARS. The reporting person forfeited 72,209 shares of common stock underlying the SARS in payment of the exercise price and 49,364 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 10,008 shares of common stock upon the net exercise of the 48,532 SARS. The reporting person forfeited 27,526 shares of common stock underlying the SARS in payment of the exercise price and 10,998 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
The reporting person received 5,847 shares of common stock upon the net exercise of the 25,508 SARS. The reporting person forfeited 13,236 shares of common stock underlying the SARS in payment of the exercise price and 6,425 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
These SARS were previously reported as covering 120,000 shares at an exercise price of $20.67 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 66,366 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 58,009 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 118,426 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 54,661 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 83,402 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 122,349 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
These SARS were previously reported as covering 83,250 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
On May 9, 2016, the reporting person was granted 60,665 SARs. These SARs vested 20% each on May 9, 2017 and May 9, 2018, and 60% will vest on May 9, 2019.
These SARS were previously reported as covering 60,665 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
On February 27, 2017, the reporting person was granted 63,771 SARs. These SARs vested 20% on February 27, 2018 and 20% will vest on February 27, 2019 and 60% will vest on February 27, 2020.
These SARS were previously reported as covering 63,771 shares at an exercise price of $57.19 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
/s/ Rashmi Chachra, Attorney-in-Fact for Richard P. Goudis
2018-09-18
EX-24.4_810036
2
poa.txt
POA DOCUMENT
RICHARD P. GOUDIS
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Henry Wang, Rashmi Chachra and Jenna Pisarev, or either of them
acting singly, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file the Form ID to be filed with
the United States Securities and Exchange Commission (the "SEC"), including
amendments thereto, and any other documents necessary or appropriate to obtain a
(i) Central Index Key Code, (ii) CIK Confirmation Code, (iii) Password, (iv)
Password Modification Code or (v) any other codes, passwords and passphrases as
are required or appropriate to permit the undersigned to make electronic filings
with the SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Herbalife Ltd., a
Cayman Islands company (the "Company"), required to be filed with or submitted
to the SEC, any national securities exchange or similar authority and the
Company pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time to time (the
"Exchange Act"), and any other forms or reports the undersigned may be required
to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers and employee benefit plan administrators and trustees,
and the undersigned hereby authorizes and approves any such release of
information; and
(4) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 18th day of September, 2018.
/s/ RICHARD P. GOUDIS