Herbalife Nutrition (HLF) Form 4 HERBALIFE / Ibelis Fleming ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fleming Ibelis

(Last) (First) (Middle)

800 W. OLYMPIC BLVD., SUITE 406

(Street)

LOS ANGELES CA 90015

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP/Managing Dir North America

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2017		M		4,874	A	$22.94	4,874	D
Common Stock	05/09/2017		D(1)		1,536	D	$72.81	3,338	D
Common Stock	05/09/2017		F(1)		1,255	D	$72.81	2,083	D
Common Stock	05/09/2017		M		8,000	A	$32.67	10,083	D
Common Stock	05/09/2017		D(2)		3,590	D	$72.81	6,493	D
Common Stock	05/09/2017		F(2)		1,667	D	$72.81	4,826	D
Common Stock	05/09/2017		M		13,050	A	$30.44	17,876	D
Common Stock	05/09/2017		D(3)		5,456	D	$72.81	12,420	D
Common Stock	05/09/2017		F(3)		3,964	D	$72.81	8,456	D
Common Stock	05/11/2017		S		8,456	D	$71.54(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	$22.94	05/09/2017		M			4,874	05/07/2013	05/07/2020	Common Stock	4,874	$0.00	0	D
Stock Appreciation Rights	$32.665	05/09/2017		M			8,000	01/31/2014	01/31/2021	Common Stock	8,000	$0.00	0	D
Stock Appreciation Rights	$30.44	05/09/2017		M			13,050	03/02/2017(5)	03/02/2025	Common Stock	13,050	$0.00	19,576(5)	D

Explanation of Responses:

1. The reporting person received 2,083 shares of common stock upon the net exercise of the 4,874 stock appreciation rights ("SARs"). The reporting person forfeited 1,536 shares of common stock underlying the SARS in payment of the exercise price and 1,255 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81.

2. The reporting person received 2,743 shares of common stock upon the net exercise of the 8,000 SARS. The reporting person forfeited 3,590 shares of common stock underlying the SARS in payment of the exercise price and 1,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81.

3. The reporting person received 3,630 shares of common stock upon the net exercise of the 13,050 SARS. The reporting person forfeited 5,456 shares of common stock underlying the SARS in payment of the exercise price and 3,964 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81.

4. This transaction was executed in multiple trades at prices ranging from $71.37 to $71.67. The price reported reflects the weighted average sale price of $71.5345. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Consists of 32,626 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on March 2, 2016, 20% vested on March 2, 2017, and the remaining 60% will vest on March 2, 2018.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for Ibelis Fleming	05/11/2017
	** 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 4 (b)(v).
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