Initial Statement of Beneficial Ownership (3)
05 August 2014 - 12:03AM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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Okuhara Gioji
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/24/2014
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3. Issuer Name
and
Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
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(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD, SUITE 406
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
VP, General Manager, Brazil /
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(Street)
LOS ANGELES, CA 90015
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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3193
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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(1)
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3/31/2021
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Common Stock
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9400
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$40.68
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D
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Stock Appreciation Rights
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(2)
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5/18/2021
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Common Stock
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4514
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$53.29
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D
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Stock Appreciation Rights
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(3)
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5/31/2022
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Common Stock
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7868
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$44.79
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D
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Stock Appreciation Rights
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(4)
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12/19/2023
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Common Stock
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3995
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$79.58
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D
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Stock Appreciation Rights
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(5)
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4/30/2024
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Common Stock
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4128
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$59.98
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D
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Explanation of Responses:
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(
1)
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These stock appreciation rights were fully vested as of March 31, 2014.
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(
2)
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These stock appreciation rights were fully vested as of May 18, 2014.
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(
3)
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Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on May 31, 2013, 20% vested on May 31, 2014 and the remaining 60% will vest on May 31,2015.
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(
4)
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Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested June 21, 2014, 20% will vest June 21, 2015 and the remaining 60% will vest on June 21, 2016.
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(
5)
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Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% will vest April 30, 2015, 20% will vest April 30, 2016 and the remaining 60% will vest on April 30, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Okuhara Gioji
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015
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VP, General Manager, Brazil
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Signatures
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Gioji Okuhara by Jim Berklas, Attorney-in-Fact
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8/4/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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