Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DeSimone John
   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)
Co-President
(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406		 3. Date of Earliest Transaction (Month/Day/Year)
09/13/2018
(Street)

LOS ANGELES, CA 90015		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/13/2018   M(1)   100,000 A $ 3.41 164,794 (2) D  
Common Stock 09/13/2018   D(1)   6,102 D $ 55.89 158,692 D  
Common Stock 09/13/2018   F(1)   49,438 D $ 55.89 109,254 D  
Common Stock 09/13/2018   M(3)   160,000 A $ 10.33 269,254 D  
Common Stock 09/13/2018   D(3)   29,580 D $ 55.89 239,674 D  
Common Stock 09/13/2018   F(3)   68,667 D $ 55.89 171,007 D  
Common Stock 09/13/2018   M(4)   60,932 A $ 11.47 231,939 D  
Common Stock 09/13/2018   D(4)   12,505 D $ 55.89 219,434 D  
Common Stock 09/13/2018   F(4)   25,497 D $ 55.89 193,937 D  
Common Stock 09/13/2018   M(5)   83,334 A $ 26.65 277,271 D  
Common Stock 09/13/2018   D(5)   39,729 D $ 55.89 237,542 D  
Common Stock 09/13/2018   F(5)   22,959 D $ 55.89 214,583 D  
Common Stock 09/13/2018   M(6)   158,950 A $ 22.4 373,533 D  
Common Stock 09/13/2018   D(6)   63,691 D $ 55.89 309,842 D  
Common Stock 09/13/2018   F(6)   50,154 D $ 55.89 259,688 D  
Common Stock 09/13/2018   M(7)   90,798 A $ 39.79 350,486 D  
Common Stock 09/13/2018   D(7)   64,643 D $ 55.89 285,843 D  
Common Stock 09/13/2018   F(7)   13,773 D $ 55.89 272,070 D  
Common Stock 09/13/2018   M(8)   115,472 A $ 29.99 387,542 D  
Common Stock 09/13/2018   D(8)   61,964 D $ 55.89 325,578 D  
Common Stock 09/13/2018   F(8)   28,175 D $ 55.89 297,403 D  
Common Stock 09/13/2018   M(9)   179,444 A $ 15.22 476,847 D  
Common Stock 09/13/2018   D(9)   48,869 D $ 55.89 427,978 D  
Common Stock 09/13/2018   F(9)   68,751 D $ 55.89 359,227 D  
Common Stock 09/13/2018   M(10)   100,000 A $ 23.9 459,227 D  
Common Stock 09/13/2018   D(10)   42,764 D $ 55.89 416,463 D  
Common Stock 09/13/2018   F(10)   30,138 D $ 55.89 386,325 D  
Common Stock               10,100 (11) I In trusts for children.

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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 Underlying Securities
(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 $ 3.41 09/13/2018   M(1)(12)     100,000 02/27/2014 02/27/2019 Common Stock 100,000 $ 0 0 D  
Stock Appreciation Rights $ 10.33 09/13/2018   M(3)(13)     160,000 01/04/2015 01/04/2020 Common Stock 160,000 $ 0 0 D  
Stock Appreciation Rights $ 11.47 09/13/2018   M(4)(14)     60,932 05/07/2013 05/07/2020 Common Stock 60,932 $ 0 0 D  
Stock Appreciation Rights $ 26.65 09/13/2018   M(5)(15)     83,334 05/18/2014 05/18/2021 Common Stock 83,334 $ 0 0 D  
Stock Appreciation Rights $ 22.4 09/13/2018   M(6)(16)     158,950 05/31/2015 05/31/2022 Common Stock 158,950 $ 0 0 D  
Stock Appreciation Rights $ 39.79 09/13/2018   M(7)(17)     90,798 06/21/2016 12/19/2023 Common Stock 90,798 $ 0 0 D  
Stock Appreciation Rights $ 29.99 09/13/2018   M(8)(18)     115,472 04/30/2017 04/30/2024 Common Stock 115,472 $ 0 0 D  
Stock Appreciation Rights $ 15.22 09/13/2018   M(9)(19)     179,444 03/02/2018 03/02/2025 Common Stock 179,444 $ 0 0 D  
Stock Appreciation Rights $ 23.9 09/13/2018   M(10)(20)     100,000 05/07/2018 05/07/2025 Common Stock 100,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DeSimone John
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015		       Co-President  

Signatures

 /s/ Henry Wang, Attorney-in-Fact for John DeSimone   09/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person received 44,460 shares of common stock upon the net exercise of 100,000 stock appreciation rights ("SARS"). The reporting person forfeited 6,102 shares of common stock underlying the SARS in payment of the exercise price and 49,438 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(2) On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 32,397 additional shares of common stock.
(3) The reporting person received 61,753 shares of common stock upon the net exercise of 160,000 SARS. The reporting person forfeited 29,580 shares of common stock underlying the SARS in payment of the exercise price and 68,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(4) The reporting person received 22,930 shares of common stock upon the net exercise of 60,932 SARS. The reporting person forfeited 12,505 shares of common stock underlying the SARS in payment of the exercise price and 25,497 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(5) The reporting person received 20,646 shares of common stock upon the net exercise of 83,334 SARS. The reporting person forfeited 39,729 shares of common stock underlying the SARS in payment of the exercise price and 22,959 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(6) The reporting person received 45,105 shares of common stock upon the net exercise of 158,950 SARS. The reporting person forfeited 63,691 shares of common stock underlying the SARS in payment of the exercise price and 50,154 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(7) The reporting person received 12,382 shares of common stock upon the net exercise of 90,798 SARS. The reporting person forfeited 64,643 shares of common stock underlying the SARS in payment of the exercise price and 13,773 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(8) The reporting person received 25,333 shares of common stock upon the net exercise of 115,472 SARS. The reporting person forfeited 61,964 shares of common stock underlying the SARS in payment of the exercise price and 28,175 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(9) The reporting person received 61,824 shares of common stock upon the net exercise of 179,444 SARS. The reporting person forfeited 48,869 shares of common stock underlying the SARS in payment of the exercise price and 68,751 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(10) The reporting person received 27,098 shares of common stock upon the net exercise of 100,000 SARS. The reporting person forfeited 42,764 shares of common stock underlying the SARS in payment of the exercise price and 30,138 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(11) On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5,050 additional shares of common stock.
(12) These SARS were previously reported as covering 75,000 shares at an exercise price of $6.81 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(13) These SARS were previously reported as covering 80,000 shares at an exercise price of $20.665 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(14) These SARS were previously reported as covering 38,082 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(15) These SARS were previously reported as covering 41,667 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(16) These SARS were previously reported as covering 79,475 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(17) These SARS were previously reported as covering 45,399 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(18) These SARS were previously reported as covering 57,736 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(19) These SARS were previously reported as covering 89,722 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(20) These SARS were previously reported as covering 50,000 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

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