Herbalife Nutrition (HLF) Form 4 HERBALIFE NUTRITION / Thomas Harms 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^*

Harms Thomas

(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 NUTRITION 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, China & APAC

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2020

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	06/02/2020		M		3,177	A	$28.595	31,565	D
Common Stock	06/02/2020		F		2,633	D	$43.34	28,932	D
Common Stock	06/02/2020		M		3,023	A	$31.255	31,955	D
Common Stock	06/02/2020		F		2,574	D	$43.34	29,381	D
Common Stock	06/02/2020		M		5,448	A	$39.79	34,829	D
Common Stock	06/02/2020		F		5,196	D	$43.34	29,633	D
Common Stock	06/02/2020		M		3,711	A	$33.85	33,344	D
Common Stock	06/02/2020		F		3,187	D	$43.34	30,157	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	$28.595	06/02/2020		M			3,177	02/27/2020(1)	02/27/2027	Common Stock	3,177	$0.00	3,177	D
Stock Appreciation Rights	$31.255	06/02/2020		M			3,023	05/09/2019(2)	05/09/2026	Common Stock	3,023	$0.00	3,023	D
Stock Appreciation Rights	$39.79	06/02/2020		M			5,448	06/21/2016(3)	12/19/2023	Common Stock	5,448	$0.00	5,448	D
Stock Appreciation Rights	$33.85	06/02/2020		M			3,711	03/01/2015(4)	03/01/2022	Common Stock	3,711	$0.00	3,711	D

Explanation of Responses:

1. The Stock Appreciation Rights were granted on February 27, 2017. 20% vested on February 27, 2018, 20% vested on February 27, 2019 and the remaining 60% vested on February 27, 2020.

2. The Stock Appreciation Rights were granted on May 9, 2016. 20% vested on May 9, 2017, 20% vested on May 9, 2018 and the remaining 60% vested on May 9, 2019.

3. The Stock Appreciation Rights were granted on December 19, 2013. 20% vested on June 21, 2014, 20% vested on June 21, 2015 and the remaining 60% vested on June 21, 2016.

4. The Stock Appreciation Rights were granted on March 1, 2012. 20% vested on March 1, 2013, 20% vested on March 1, 2014 and the remaining 60% vested on March 1, 2015.

Remarks:

	Lisa Kwon, as Attorney-In-Fact for Thomas Harms	06/04/2020
	** 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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