Annual Statement of Changes in Beneficial Ownership (5)
14 Februar 2015 - 12:13AM
Edgar (US Regulatory)
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FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
*
JOHNSON MICHAEL
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2. Issuer Name
and
Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2014
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(Street)
LOS ANGELES, CA 90015
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stocck
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1235274
(1)
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D
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Common Stock
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12/8/2014
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G
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47750
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D
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$0.00
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3079
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I
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by GRAT
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Common Stock
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12/8/2014
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G
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2053
(2)
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D
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$0.00
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1026
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I
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by GRAT
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Common Stock
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12/8/2014
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G
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1026
(3)
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D
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$0.00
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0
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I
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by GRAT
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Common Stock
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12/8/2014
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G
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47750
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D
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$0.00
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3079
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I
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by spouse's GRAT
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Common Stock
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12/8/2014
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G
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2053
(4)
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D
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$0.00
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1026
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I
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by spouse's GRAT
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Common Stock
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12/8/2014
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G
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1026
(5)
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D
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$0.00
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0
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I
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by spouse's GRAT
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Common Stock
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12/8/2014
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G
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1026
(3)
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A
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$0.00
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30208
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I
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by trust for child
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Common Stock
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12/8/2014
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G
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1026
(5)
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A
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$0.00
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31234
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I
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by trust for child
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Common Stock
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113122
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I
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Beneficially owned through Michael O. Johnson IRA
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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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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Explanation of Responses:
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(
1)
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The amount of securities beneficially owned directly by the reporting person has been increased by 95,500 shares to reflect the transfer on December 8, 2014 by the reporting person of 47,750 shares of Herbalife common stock, and the transfer by the reporting person's spouse on December 8, 2014 of 47,750 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.
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(
2)
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This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to irrevocable trusts for the benefit of his children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
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(
3)
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This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to an irrevocable trust for the benefit of his daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
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(
4)
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This transaction involved a gift of securities from the reporting person's spouse's grantor retained annuity trust to irrevocable trusts for the benefit of their children who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
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(
5)
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This transaction involved a gift of securities by the reporting person's spouse's grantor retained annuity trust to an irrevocable trust for the benefit of their daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of section 16 or any other purpose.
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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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JOHNSON MICHAEL
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015
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X
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Chairman & CEO
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Signatures
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Michael O. Johnson by Jim Berklas, Attorney-in-Fact
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2/13/2015
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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 4(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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