Statement of Changes in Beneficial Ownership (4)
24 Februar 2020 - 10:58PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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Hoffman Alan L |
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD.
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HLF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Global Corporate Affairs |
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(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD, SUITE 406 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
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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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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/20/2020 | | A | | 6605 (1) | A | $0.00 | 24820 | D | |
| Common Stock | 2/21/2020 | | F | | 236 (2) | D | $37.45 | 24584 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Appreciation Rights | $28.595 | 2/21/2020 | | A | | 27542 (3) | | 2/27/2020 | 2/27/2027 | Common Stock | 27542 | $0.00 | 36722 | D | |
| Explanation of Responses: |
| (1) | Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 20% on February 20, 2021, 20% on February 20, 2022, and 60% on February 20, 2023, subject to continued service through each applicable date. |
| (2) | Units withheld to satisfy the withholding tax obligations due in connection with the vesting of restricted stock units previously granted to the Reporting Person on February 21, 2019. |
| (3) | On February 27, 2017, the Reporting Person was granted an award of 45,902 PSARs (number adjusted to reflect the Issuer's 2-for-1 stock split on May 14, 2018). The amount and timing of the vesting of these PSARs was dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2017, 2018 and 2019. With the satisfaction of the performance criteria for fiscal 2019, 27,542 PSARs will vest on February 27, 2020, subject to continued service through each applicable date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hoffman Alan L
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015 |
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| EVP, Global Corporate Affairs |
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Signatures
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| Lisa Kwon, as Attorney-In-Fact for Alan Hoffman | | 2/24/2020 |
| **Signature of Reporting Person | Date |
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