Herbalife Nutrition (HLF) Form 4 HERBALIFE / MICHAEL JOHNSON 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

JOHNSON MICHAEL

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017

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	12/11/2017		M		132,416	A	$22.94	2,080,700	D
Common Stock	12/11/2017		D(1)		43,513	D	$69.81	2,037,187	D
Common Stock	12/11/2017		F(1)		49,120	D	$69.81	1,988,067	D
Common Stock	12/11/2017		M		210,648	A	$53.29	2,198,715	D
Common Stock	12/11/2017		D(2)		160,800	D	$69.81	2,037,915	D
Common Stock	12/11/2017		F(2)		27,542	D	$69.81	2,010,373	D
Common Stock	12/11/2017		M		327,868	A	$44.79	2,338,241	D
Common Stock	12/11/2017		D(3)		210,360	D	$69.81	2,127,881	D
Common Stock	12/11/2017		F(3)		64,924	D	$69.81	2,062,957	D
Common Stock								35,340	I	Beneficially owned through a trust for his child
Common Stock								113,122	I	Beneficially owned through Michael O. Johnson IRA

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 Right	$22.94	12/11/2017		M			132,416	05/07/2013	05/07/2020	Common Stock	132,416	$0.00	0	D
Stock Appreciation Right	$53.29	12/11/2017		M			210,648	05/18/2014	05/18/2021	Common Stock	210,648	$0.00	0	D
Stock Appreciation Right	$44.79	12/11/2017		M			327,868	05/31/2015	05/31/2022	Common Stock	327,868	$0.00	0	D

Explanation of Responses:

1. The reporting person received 39,783 shares of common stock upon the net exercise of 132,416 stock appreciation rights ("SARS"). The reporting person forfeited 43,513 shares of common stock underlying such SARS in payment of the exercise price and 49,120 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.

2. The reporting person received 22,306 shares of common stock upon the net exercise of 210,648 SARS. The reporting person forfeited 160,800 shares of common stock underlying such SARS in payment of the exercise price and 27,542 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.

3. The reporting person received 52,584 shares of common stock upon the net exercise of 327,868 SARS. The reporting person forfeited 210,360 shares of common stock underlying such SARS in payment of the exercise price and 64,924 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for Michael O. Johnson	12/13/2017
	** 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).
** 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.