Statement of Changes in Beneficial Ownership (4)
June 18 2018 - 7:47PM
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
Estimated average burden
hours per response...
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
*
LEVY ROBERT
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2. Issuer Name
and
Ticker or Trading Symbol
HERBALIFE NUTRITION 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)
EVP, The Americas
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(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2018
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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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6/14/2018
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M
(1)
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10008
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A
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$29.99
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522996
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D
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Common Stock
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6/14/2018
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D
(2)
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5559
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D
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$54.00
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517437
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D
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Common Stock
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6/14/2018
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F
(2)
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2343
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D
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$54.00
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515094
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D
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Common Stock
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6/14/2018
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M
(1)
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21206
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A
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$15.22
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536300
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D
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Common Stock
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6/14/2018
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D
(3)
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5977
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D
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$54.00
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530323
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D
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Common Stock
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6/14/2018
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F
(3)
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8019
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D
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$54.00
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522304
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D
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Common Stock
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6/18/2018
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S
(1)
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9316
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D
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$54.00
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512988
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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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$29.99
(4)
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6/14/2018
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M
(1)
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10008
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4/30/2017
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4/30/2024
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Common Stock
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10008
(4)
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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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$15.22
(5)
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6/14/2018
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M
(1)
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21206
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3/2/2018
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3/2/2025
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Common Stock
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21206
(5)
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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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This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 10, 2018.
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(2)
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The reporting person received 2,106 shares of common stock upon the net exercise of 10,008 stock appreciation rights ("SARs"). The reporting person forfeited 5,559 shares of common stock underlying such SARs in payment of the exercise price and 2,343 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.
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(3)
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The reporting person received 7,210 shares of common stock upon the net exercise of 21,206 SARs. The reporting person forfeited 5,977 shares of common stock underlying such SARs in payment of the exercise price and 8,019 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.
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(4)
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These SARs were previously reported as covering 5,004 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
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(5)
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These SARS were previously reported as covering 10,603 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
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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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LEVY ROBERT
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015
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EVP, The Americas
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Signatures
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/s/ Eileen Uy, Attorney-in-Fact for Robert Levy
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6/18/2018
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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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