Statement of Changes in Beneficial Ownership (4)
24 Februar 2020 - 11:02PM
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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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 |
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD.
[
HLF
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO |
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE #406 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2020 |
(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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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 | | 105932 (1) | | 2/27/2020 | 2/27/2027 | Common Stock | 105932 | $0.00 | 176552 | D | |
Explanation of Responses: |
(1) | On February 27, 2017, the Reporting Person was granted an award of 176,552 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, 105,932 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 |
JOHNSON MICHAEL 800 W. OLYMPIC BLVD., SUITE #406 LOS ANGELES, CA 90015 | X |
| Chairman and CEO |
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Signatures
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Lisa Kwon, as Attorney-In-Fact for Michael O. Johnson | | 2/24/2020 |
**Signature of Reporting Person | Date |
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