Herbalife Nutrition (HLF) Form 3 HERBALIFE / John DeSimone ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

DeSimone John

(Last) (First) (Middle)

800 WEST OLYMPIC BLVD.

SUITE 406

(Street)

LOS ANGELES CA 90015

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	281,544(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	(2)	05/09/2026	Common Stock	116,560	31.255	D
Stock Appreciation Rights	(3)	02/27/2027	Common Stock	122,528	28.595	D
Stock Appreciation Rights	(4)	02/16/2033	Common Stock	216,847	20.17	D

Explanation of Responses:

1. Balance includes 75,154 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 9,214 will vest on February 25, 2025, 32,969 will vest on February 16, 2025, and 32,971 will vest on February 16, 2026. All RSU vestings are subject to continued service through each applicable date.

2. These stock appreciation rights were fully vested as of May 9, 2019.

3. These stock appreciation rights were fully vested as of February 27, 2020.

4. On February 16, 2023, the reporting person was granted 216,847 stock appreciation rights of which 1/3 has vested, and 1/3 will vest on February 16, 2025, and February 16, 2026.

	Alaaeddine Sahibi, as Attorney-In-Fact for John DeSimone	03/27/2024
	** 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 5 (b)(v).
** 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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