Herbalife Nutrition (HLF) Form 4 HERBALIFE / Shin-Shing Bosco Chiu 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^*

Chiu Shin-Shing Bosco

(Last) (First) (Middle)

800 W. OLYMPIC BOULEVARD, 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)
Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2018

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	03/06/2018		M(1)		15,396	A	$59.98	17,278	D
Common Stock	03/06/2018		D(1)		9,538	D	$96.84	7,740	D
Common Stock	03/06/2018		F(1)		2,908	D	$96.84	4,832	D
Common Stock	03/06/2018		M(2)		18,760	A	$30.44	23,592	D
Common Stock	03/06/2018		D(2)		5,899	D	$96.84	17,693	D
Common Stock	03/06/2018		F(2)		6,379	D	$96.84	11,314	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	$59.98	03/06/2018		M(1)			15,396	04/30/2017	04/30/2024	Common Stock	15,396	$0.00	0	D
Stock Appreciation Rights	$30.44	03/06/2018		M(2)			18,760	03/02/2018	03/02/2025	Common Stock	18,760	$0.00	0	D

Explanation of Responses:

1. The reporting person received 2,950 shares of common stock upon the net exercise of 15,396 stock appreciation rights ("SARS"). The reporting person forfeited 9,538 shares of common stock underlying the SARS in payment of the exercise price and 2,908 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 6, 2018 of $96.84.

2. The reporting person received 6,482 shares of common stock upon the net exercise of 18,760 SARs. The reporting person forfeited 5,899 shares of common stock underlying the SARS in payment of the exercise price and 6,379 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 6, 2018 of $96.84.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for Shin-Shing Bosco Chiu	03/08/2018
	** 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).
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