Herbalife Nutrition (HLF) Form 3 HERBALIFE NUTRITION / Frank Lamberti 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

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1. Name and Address of Reporting Person^*

Lamberti Frank

(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)
07/29/2022

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Regional Pres. Americas

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)
Common Stock	106,362(1)	D

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 Rights	(2)	12/19/2023	Common Stock	5,675	39.79	D
Stock Appreciation Rights	(3)	04/30/2024	Common Stock	7,217	29.99	D
Stock Appreciation Rights	(4)	03/02/2025	Common Stock	14,070	15.22	D
Stock Appreciation Rights	(5)	02/28/2026	Common Stock	12,540	27.375	D
Stock Appreciation Rights	(6)	05/09/2026	Common Stock	30,231	31.255	D
Stock Appreciation Rights	(7)	02/27/2027	Common Stock	31,779	28.595	D

Explanation of Responses:

1. Balance includes 59,986 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 2,576 RSUs will vest on February 20, 2023; 672 will vest on February 19, 2023 and 2,018 will vest on February 19, 2024; and 887 will vest on February 25, 2023, 887 will vest on February 25, 2024 and 2,662 will vest on February 25, 2025. Each of the aforementioned grants are are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. Additionally, 50,284 RSUs, which were granted on April 7, 2020, will vest 100% on April 7, 2023. All RSU vestings are subject to continued service through each applicable date. Also consists of 21,086 shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of RSUs, receipt of which the Reporting Person has elected to defer.

2. These stock appreciation rights were fully vested as of June 21, 2016.

3. These stock appreciation rights were fully vested as of April 30, 2017.

4. These stock appreciation rights were fully vested as of March 2, 2018.

5. These stock appreciation rights were fully vested as of February 28, 2019.

6. These stock appreciation rights were fully vested as of May 9, 2019.

7. These stock appreciation rights were fully vested as of February 27, 2020.

Remarks:

	Lisa Kwon, as Attorney-In-Fact for Frank Lamberti	08/02/2022
	** 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.