Herbalife Nutrition (HLF) Form 3 HERBALIFE / Thomas Harms 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Harms Thomas

(Last) (First) (Middle)

800 W. OLYMPIC BLVD., SUITE 406

(Street)

LOS ANGELES CA 90015

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2017

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)
SVP, China & APAC

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)

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 Right	02/28/2008(1)	02/28/2018	Common Stock	1,000	21.57	D
Stock Appreciation Right	02/27/2009(2)	02/27/2019	Common Stock	6,000	6.82	D
Stock Appreciation Right	02/27/2009(3)	02/27/2019	Common Stock	15,000	6.82	D
Stock Appreciation Right	05/07/2010(4)	05/07/2020	Common Stock	5,032	22.94	D
Stock Appreciation Right	05/18/2011(5)	05/18/2021	Common Stock	4,167	53.29	D
Stock Appreciation Right	03/01/2012(6)	03/01/2022	Common Stock	3,711	67.7	D
Stock Appreciation Right	05/31/2012(7)	05/31/2022	Common Stock	11,803	44.79	D
Stock Appreciation Right	12/19/2013(8)	12/19/2023	Common Stock	5,448	79.58	D
Stock Appreciation Right	04/30/2014(9)	04/30/2024	Common Stock	6,639	59.98	D
Stock Appreciation Right	03/02/2015(10)	03/02/2025	Common Stock	9,176	30.44	D
Stock Appreciation Right	05/09/2016(11)	05/09/2026	Common Stock	3,023	62.51	D
Stock Appreciation Right	02/27/2017(12)	02/27/2027	Common Stock	3,177	57.19	D

Explanation of Responses:

1. On February 28, 2008 the reporting person was granted 6,000 Stock Appreciation Right ("SARs"). These SARs were fully vested as of February 28, 2011.

2. On February 27, 2009 the reporting person was granted 6,000 SARs. These SARs were fully vested as of February 27, 2012.

3. On February 27, 2009 the reporting person was granted 15,000 SARs. These SARs were fully vested as of February 27, 2014.

4. On May 7, 2010 the reporting person was granted 5,032 SARs. These SARs were fully vested as of May 7, 2013.

5. On May 18, 2011, the reporting person was granted 4,167 SARs. These SARs were fully vested as of May 18, 2014.

6. On March 1, 2012, the reporting person was granted 3,711 SARs. These SARs were fully vested as of March 1, 2015.

7. On May 31, 2012, the reporting person was granted 11,803 SARs. These SARs were fully vested as of May 31, 2015.

8. On December 19, 2013, the reporting person was granted 5,448 SARs. These SARs were fully vested as of December 19, 2016.

9. On April 30, 2014, the reporting person was granted 6,639 SARs. These SARs were fully vested as of April 30, 2017.

10. On March 2, 2015, the reporting person was granted 9,176 SARs. Forty percent (40%) of these SARs were vested as of March 2, 2017, and the remaining sixty percent (60%) will vest on March 2, 2018.

11. On May 9, 2016, the reporting person was granted 3,023 SARs. Twenty percent (20%) of these SARs were vested as of May 9, 2017, twenty percent (20%) will vest on May 9, 2018, and the remaining sixty percent (60%) will vest on May 2, 2019.

12. On February 27, 2017, the reporting person was granted 3,177 SARs. Twenty percent (20%) of these SARs will vest on each of February 27, 2018 and February 27, 2019, and the remaining sixty percent (60%) will vest on February 27, 2020.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for Thomas Harms	08/04/2017
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.