Herbalife Nutrition (HLF) Form 3 HERBALIFE / Stephan Paulo Gratziani 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^*

Gratziani Stephan Paulo

(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)
01/02/2024

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

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

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

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	49,895(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)	08/04/2033	Common Stock	470,809	18.61	D
Stock Appreciation Rights	(3)	11/03/2033	Common Stock	154,867	13.26	D

Explanation of Responses:

1. Balance includes 26,395 unvested restricted stock units ("RSUs") previously granted to the Reporting Person on November 3, 2023, that will vest in 1/3 increments on November 3, 2024, November 3, 2025, and November 3, 2026. All RSU vestings are subject to continued service through each applicable date.

2. On August 4, 2023, the Reporting Person was granted 470,809 stock appreciation rights that will vest in 1/2 increments on August 4, 2024, and August 4, 2025.

3. On November 3, 2023, the Reporting Person was granted 154,867 stock appreciation rights that will vest in 1/3 increments on November 3, 2024, November 3, 2025, and November 3, 2026.

Remarks:

	Alaaeddine Sahibi, as Attorney-In-Fact for Stephan Paulo Gratziani	01/10/2024
	** 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.