SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/Managing Director EMEA

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2018		M4⁽¹⁾⁽²⁾	4,404	A	$30.44	2,780⁽³⁾	I	By wife
Common Stock	03/02/2018		F4⁽¹⁾⁽²⁾	2,919	D	$94.72	2,780⁽³⁾	I	By wife
Common Stock	03/02/2018		S4⁽¹⁾⁽⁴⁾	104	D	$91.77	2,780⁽³⁾	I	By wife
Common Stock	03/02/2018		S4⁽¹⁾⁽⁴⁾	183	D	$93	2,780⁽³⁾	I	By wife
Common Stock	03/06/2018		S4⁽¹⁾⁽⁴⁾	1,485	D	$95.57	2,780⁽³⁾	I	By wife
Common Stock	05/09/2018		M4⁽¹⁾⁽⁵⁾	655	A	$62.51	2,780⁽³⁾	I	By wife
Common Stock	05/09/2018		F4⁽¹⁾⁽⁵⁾	526	D	$111.17	2,780⁽³⁾	I	By wife
Common Stock	05/11/2018		S4⁽¹⁾⁽⁴⁾	129	D	$111.46	2,780⁽³⁾	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$30.44	03/02/2018		4M⁽¹⁾⁽²⁾		4,404	03/02/2018	03/02/2025	Common Stock	4,404	$0.00	0	I	By wife
Stock Appreciation Rights	$62.51	05/09/2018		4M⁽¹⁾⁽⁵⁾		655	⁽⁶⁾	05/09/2026	Common Stock	655	$0.00	3,930⁽⁷⁾	I	By wife

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's wife.

2. The Reporting Person's wife received 1,485 shares of common stock upon the net exercise of 4,404 stock appreciation rights ("SARS"). The Reporting Person's wife forfeited 1,416 shares of common stock underlying the SARS in payment of the exercise price and 1,503 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.

3. Balance reflects the amount of securities beneficially owned indirectly as of December 31, 2018, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.

4. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers and market price are provided without giving effect to the stock split.

5. The Reporting Person's wife received 129 shares of common stock upon the net exercise of 655 SARS. The Reporting Person's wife forfeited 369 shares of common stock underlying the SARS in payment of the exercise price and 157 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 9, 2018 of $111.17. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.

6. On May 9, 2016, the Reporting Person's wife was granted 3,275 SARS (prior to giving effect to the Issuer's 2-for-1 stock split on May 14, 2018). These SARS vested 20% each on May 9, 2017 and May 9, 2018, and the remaining 60% vests on May 9, 2019.

7. Reflects share numbers after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.

Remarks:

	Lisa Kwon, as Attorney-In-Fact for Edi Hienrich	02/14/2019
	** 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 4 (b)(v).
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