Statement of Changes in Beneficial Ownership (4)
March 07 2018 - 6:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
PEZZULLO DAVID
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2. Issuer Name
and
Ticker or Trading Symbol
HERBALIFE LTD.
[
HLF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD, SUITE 406
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2018
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(Street)
LOS ANGELES, CA 90015
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/5/2018
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M
(1)
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19832
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A
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$22.94
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83358
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D
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Common Stock
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3/5/2018
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D
(1)
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4826
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D
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$94.27
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78532
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D
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Common Stock
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3/5/2018
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F
(1)
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7440
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D
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$94.27
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71092
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D
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Common Stock
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3/5/2018
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M
(2)
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50000
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A
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$6.82
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121092
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D
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Common Stock
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3/5/2018
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D
(2)
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3618
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D
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$94.27
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117474
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D
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Common Stock
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3/5/2018
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F
(2)
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21969
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D
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$94.27
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95505
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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$22.94
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3/5/2018
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M
(1)
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19832
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5/7/2013
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5/7/2020
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Common Stock
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19832
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$0.00
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0
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D
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Stock Appreciation Rights
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$6.82
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3/5/2018
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M
(2)
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50000
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2/27/2012
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2/27/2019
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Common Stock
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50000
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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The reporting person received 7,566 shares of common stock upon the net exercise of the 19,832 stock appreciation rights ("SARs"). The reporting person forfeited 4,826 shares of common stock underlying SARs in payment of the exercise price and 7,440 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.
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(2)
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The reporting person received 24,413 shares of common stock upon the net exercise of the 50,000 SARs. The reporting person forfeited 3,618 shares of common stock underlying the SARs in payment of the exercise price and 21,969 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PEZZULLO DAVID
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015
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Chief Operating Officer
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Signatures
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/s/ Eileen Uy, Attorney-in-Fact for David Pezzullo
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3/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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