FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

PEZZULLO DAVID 		2. Issuer Name and Ticker or Trading Symbol

HERBALIFE NUTRITION LTD. [ HLF ] 		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
(Last)          (First)          (Middle)

800 W. OLYMPIC BLVD, SUITE 406 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2018
(Street)

LOS ANGELES, CA 90015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/14/2018     S (1)    33070   D $55.64   (2) 157940   (3) D    
Common Stock   9/14/2018     M (1) (4)    63934   A $22.40   221874   D    
Common Stock   9/14/2018     D (1) (4)    25743   D $55.62   196131   D    
Common Stock   9/14/2018     F (1) (4)    18936   D $55.62   177195   D    
Common Stock   9/14/2018     M (1) (5)    37528   A $29.99   214723   D    
Common Stock   9/14/2018     D (1) (5)    20235   D $55.62   194488   D    
Common Stock   9/14/2018     F (1) (5)    8574   D $55.62   185914   D    
Common Stock   9/14/2018     M (1) (6)    106034   A $15.22   291948   D    
Common Stock   9/14/2018     D (1) (6)    29016   D $55.62   262932   D    
Common Stock   9/14/2018     F (1) (6)    38187   D $55.62   224745   D    
Common Stock   9/18/2018     S (1)    66805   D $55.12   (7) 157940   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights   $22.40   9/14/2018     M   (1) (4)       63934    5/31/2015   5/31/2022   Common Stock   63934   (8) $0.00   0   D    
Stock Appreciation Rights   $29.99   9/14/2018     M   (1) (5)       37528    4/30/2017   4/30/2024   Common Stock   37528   (9) $0.00   0   D    
Stock Appreciation Rights   $15.22   9/14/2018     M   (1) (6)       106034    3/2/2018   3/2/2025   Common Stock   106034   (10) $0.00   0   D    

Explanation of Responses:
(1)  This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2018.
(2)  This transaction was executed in multiple trades at prices ranging from $55.06 to $56.04. The price reported reflects the weighted average sale price of $55.64. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)  On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 95,505 additional shares of common stock.
(4)  The reporting person received 19,255 shares of common stock upon the net exercise of 63,934 stock appreciation rights ("SARS"). The reporting person forfeited 25,743 shares of common stock underlying the SARS in payment of the exercise price and 18,936 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
(5)  The reporting person received 8,719 shares of common stock upon the net exercise of 37,528 SARS. The reporting person forfeited 20,235 shares of common stock underlying the SARS in payment of the exercise price and 8,574 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
(6)  The reporting person received 38,831 shares of common stock upon the net exercise of 106,034 SARS. The reporting person forfeited 29,016 shares of common stock underlying the SARS in payment of the exercise price and 38,187 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
(7)  This transaction was executed in multiple trades at prices ranging from $54.65 to $55.59. The price reported reflects the weighted average sale price of $55.12. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(8)  These SARS were previously reported as covering 31,967 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(9)  These SARS were previously reported as covering 18,764 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(10)  These SARS were previously reported as covering 53,017 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PEZZULLO DAVID
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015

Chief Operating Officer

Signatures
/s/ Rashmi Chachra, Attorney-in-Fact for David Pezzullo 9/18/2018
** 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 4(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 control number.
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