Edgar Filing: PEZZULLO DAVID

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 ^*

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 (Month/Day/Year)
09/14/2018

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	09/14/2018		S⁽¹⁾		33,070	D	$ 55.64 ⁽²⁾	157,940 ⁽³⁾	D
Common Stock	09/14/2018		M⁽¹⁾⁽⁴⁾		63,934	A	$ 22.4	221,874	D
Common Stock	09/14/2018		D⁽¹⁾⁽⁴⁾		25,743	D	$ 55.62	196,131	D
Common Stock	09/14/2018		F⁽¹⁾⁽⁴⁾		18,936	D	$ 55.62	177,195	D
Common Stock	09/14/2018		M⁽¹⁾⁽⁵⁾		37,528	A	$ 29.99	214,723	D
Common Stock	09/14/2018		D⁽¹⁾⁽⁵⁾		20,235	D	$ 55.62	194,488	D
Common Stock	09/14/2018		F⁽¹⁾⁽⁵⁾		8,574	D	$ 55.62	185,914	D
Common Stock	09/14/2018		M⁽¹⁾⁽⁶⁾		106,034	A	$ 15.22	291,948	D
Common Stock	09/14/2018		D⁽¹⁾⁽⁶⁾		29,016	D	$ 55.62	262,932	D
Common Stock	09/14/2018		F⁽¹⁾⁽⁶⁾		38,187	D	$ 55.62	224,745	D
Common Stock	09/18/2018		S⁽¹⁾		66,805	D	$ 55.12 ⁽⁷⁾	157,940	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 22.4

09/14/2018

M⁽¹⁾⁽⁴⁾

63,934

05/31/2015

05/31/2022

Common Stock

63,934 ⁽⁸⁾

$ 0

Stock Appreciation Rights

$ 29.99

09/14/2018

M⁽¹⁾⁽⁵⁾

37,528

04/30/2017

04/30/2024

Common Stock

37,528 ⁽⁹⁾

$ 0

Stock Appreciation Rights

$ 15.22

09/14/2018

M⁽¹⁾⁽⁶⁾

106,034

03/02/2018

03/02/2025

Common Stock

106,034 ⁽¹⁰⁾

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		09/18/2018
^**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)	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.

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