John O Agwunobi Form 3 HERBALIFE NUTRITION / John O Agwunobi 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^*

Agwunobi John O

(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)
05/01/2018

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)
Co-President/Chief H&N Officer

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	3,707(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)	02/28/2026	Common Stock	27,662	54.75	D
Stock Appreciation Rights	(3)	02/27/2027	Common Stock	10,593	57.19	D

Explanation of Responses:

1. On February 26, 2018, the reporting person was granted 3,707 Restricted Stock Units ("RSUs"). These RSUs will vest 20% on each of February 26, 2019 and February 26, 2020, and 60% will vest on February 26, 2021.

2. On February 29, 2016, the reporting person was granted 27,662 Stock Appreciation Rights ("SARs"). These SARs vested 20% on each of February 28, 2017 and February 28, 2018, and the remaining 60% will vest on February 28, 2019.

3. On February 27, 2017, the reporting person was granted 10,593 SARs. These SARs vested 20% on February 27, 2018, will vest 20% on February 27, 2019, and the remaining 60% will vest on February 27, 2020.

Remarks:

	/s/ Eileen Uy, Attorney-in-Fact for John Agwunobi	05/01/2018
	** 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 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).
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