Herbalife Nutrition (HLF) Form 4 HERBALIFE / ROBERT LEVY 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^*

LEVY ROBERT

(Last) (First) (Middle)

800 W. OLYMPIC BOULEVARD, #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)
EVP, The Americas

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018

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	03/09/2018		M(1)		33,146	A	$6.82	221,457	D
Common Stock	03/09/2018		D(1)		2,272	D	$99.53	219,185	D
Common Stock	03/09/2018		F(1)		16,163	D	$99.53	203,022	D
Common Stock	03/09/2018		M(2)		100,000	A	$6.82	303,022	D
Common Stock	03/09/2018		D(2)		6,853	D	$99.53	296,169	D
Common Stock	03/09/2018		F(2)		48,763	D	$99.53	247,406	D
Common Stock	03/09/2018		M(3)		24,788	A	$6.82	272,194	D
Common Stock	03/09/2018		D(3)		5,714	D	$99.53	266,480	D
Common Stock	03/09/2018		F(3)		9,986	D	$99.53	256,494	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	$6.82	03/09/2018		M(1)			33,146	02/27/2012	02/27/2019	Common Stock	33,146	$0.00	0	D
Stock Appreciation Rights	$6.82	03/09/2018		M(2)			100,000	02/27/2014	02/27/2019	Common Stock	100,000	$0.00	0	D
Stock Appreciation Rights	$22.94	03/09/2018		M(3)			24,788	05/07/2013	05/07/2020	Common Stock	24,788	$0.00	0	D

Explanation of Responses:

1. The reporting person received 14,711 shares of common stock upon the net exercise of 33,146 stock appreciation rights ("SARs"). The reporting person forfeited 2,272 shares of common stock underlying such SARS in payment of the exercise price and 16,163 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.

2. The reporting person received 44,384 shares of common stock upon the net exercise of 100,000 SARs. The reporting person forfeited 6,853 shares of common stock underlying such SARS in payment of the exercise price and 48,763 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.

3. The reporting person received 9,088 shares of common stock upon the net exercise of 24,788 SARs. The reporting person forfeited 5,714 shares of common stock underlying such SARS in payment of the exercise price and 9,986 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for Robert Levy	03/09/2018
	** Signature of Reporting Person	Date
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