SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Montesino Ibelis

(Last) (First) (Middle)
800 WEST OLYMPIC BLVD.
SUITE 406

(Street)
LOS ANGELES CA 90015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief of Staff
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/03/2024 A 26,096(1) A $0 162,831(2) D
Common Stock 05/04/2024 F 2,019(3) D $9.58 160,812 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 $9.58 05/03/2024 A 151,821 (4) 05/03/2034 Common Stock 151,821 $0 151,821 D
Explanation of Responses:
1. Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These RSUs will vest in one-third increments on each of May 3, 2025, May 3, 2026, and May 3, 2027, subject to continued service through such date.
2. This amount includes 1,428 shares held by the Reporting Person prior to becoming subject to Section 16 that were not previously included due to an administrative error.
3. Represents shares withheld to satisfy tax obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on May 4, 2023.
4. Consists of stock appreciation right ("SARs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These SARs will vest in one-third increments on each of May 3, 2025, May 3, 2026, and May 3, 2027, subject to continued service through such date.
Alaaeddine Sahibi, as Attorney-In-Fact for Ibelis Montesino 05/07/2024
** 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 Number.

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