Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 ^* Hienrich Edi	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) SVP/Managing Director EMEA
(Last) (First) (Middle) 800 W. OLYMPIC BLVD. SUITE 406	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2018
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/2/2018		M4 ⁽¹⁾ ⁽²⁾	4404	A	$30.44	2780 ⁽³⁾	I	By wife
Common Stock	3/2/2018		F4 ⁽¹⁾ ⁽²⁾	2919	D	$94.72	2780 ⁽³⁾	I	By wife
Common Stock	3/2/2018		S4 ⁽¹⁾ ⁽⁴⁾	104	D	$91.77	2780 ⁽³⁾	I	By wife
Common Stock	3/2/2018		S4 ⁽¹⁾ ⁽⁴⁾	183	D	$93.00	2780 ⁽³⁾	I	By wife
Common Stock	3/6/2018		S4 ⁽¹⁾ ⁽⁴⁾	1485	D	$95.57	2780 ⁽³⁾	I	By wife
Common Stock	5/9/2018		M4 ⁽¹⁾ ⁽⁵⁾	655	A	$62.51	2780 ⁽³⁾	I	By wife
Common Stock	5/9/2018		F4 ⁽¹⁾ ⁽⁵⁾	526	D	$111.17	2780 ⁽³⁾	I	By wife
Common Stock	5/11/2018		S4 ⁽¹⁾ ⁽⁴⁾	129	D	$111.46	2780 ⁽³⁾	I	By wife

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$30.44	3/2/2018		M4 ⁽¹⁾ ⁽²⁾		4404	3/2/2018	3/2/2025	Common Stock	4404	$0.00	0	I	By wife
Stock Appreciation Rights	$62.51	5/9/2018		M4 ⁽¹⁾ ⁽⁵⁾		655	⁽⁶⁾	5/9/2026	Common Stock	655	$0.00	3930 ⁽⁷⁾	I	By wife

Explanation of Responses:
(1)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's wife.
(2)	The Reporting Person's wife received 1,485 shares of common stock upon the net exercise of 4,404 stock appreciation rights ("SARS"). The Reporting Person's wife forfeited 1,416 shares of common stock underlying the SARS in payment of the exercise price and 1,503 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.
(3)	Balance reflects the amount of securities beneficially owned indirectly as of December 31, 2018, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.
(4)	Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers and market price are provided without giving effect to the stock split.
(5)	The Reporting Person's wife received 129 shares of common stock upon the net exercise of 655 SARS. The Reporting Person's wife forfeited 369 shares of common stock underlying the SARS in payment of the exercise price and 157 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 9, 2018 of $111.17. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.
(6)	On May 9, 2016, the Reporting Person's wife was granted 3,275 SARS (prior to giving effect to the Issuer's 2-for-1 stock split on May 14, 2018). These SARS vested 20% each on May 9, 2017 and May 9, 2018, and the remaining 60% vests on May 9, 2019.
(7)	Reflects share numbers after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hienrich Edi 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA 90015			SVP/Managing Director EMEA

Signatures
Lisa Kwon, as Attorney-In-Fact for Edi Hienrich		2/14/2019
^** 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).
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