SEC FORM 4 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).
1. Name and Address of Reporting Person*
GOUDIS RICHARD

(Last) (First) (Middle)
800 W. OLYMPIC BOULEVARD, #406

(Street)
LOS ANGELES CA 90015

(City) (State) (Zip)
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 Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2018
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 09/17/2018 M(1) 240,000 A $10.33 676,802(2) D
Common Stock 09/17/2018 D(1) 44,998 D $55.11 631,804 D
Common Stock 09/17/2018 F(1) 102,084 D $55.11 529,720 D
Common Stock 09/17/2018 M(3) 106,186 A $11.47 635,906 D
Common Stock 09/17/2018 D(3) 22,101 D $55.11 613,805 D
Common Stock 09/17/2018 F(3) 44,019 D $55.11 569,786 D
Common Stock 09/17/2018 M(4) 116,018 A $26.65 685,804 D
Common Stock 09/17/2018 D(4) 56,094 D $55.11 629,710 D
Common Stock 09/17/2018 F(4) 31,371 D $55.11 598,339 D
Common Stock 09/17/2018 M(5) 236,852 A $22.4 835,191 D
Common Stock 09/17/2018 D(5) 96,250 D $55.11 738,941 D
Common Stock 09/17/2018 F(5) 73,606 D $55.11 665,335 D
Common Stock 09/17/2018 M(6) 109,322 A $39.79 774,657 D
Common Stock 09/17/2018 D(6) 78,934 D $55.11 695,723 D
Common Stock 09/17/2018 F(6) 15,911 D $55.11 679,812 D
Common Stock 09/17/2018 M(7) 166,804 A $29.99 846,616 D
Common Stock 09/17/2018 D(7) 90,774 D $55.11 755,842 D
Common Stock 09/17/2018 F(7) 39,804 D $55.11 716,038 D
Common Stock 09/17/2018 M(8) 244,698 A $15.22 960,736 D
Common Stock 09/17/2018 D(8) 67,582 D $55.11 893,154 D
Common Stock 09/17/2018 F(8) 92,723 D $55.11 800,431 D
Common Stock 09/17/2018 M(9) 166,500 A $23.9 966,931 D
Common Stock 09/17/2018 D(9) 72,209 D $55.11 894,722 D
Common Stock 09/17/2018 F(9) 49,364 D $55.11 845,358 D
Common Stock 09/17/2018 M(10) 48,532 A $31.26 893,890 D
Common Stock 09/17/2018 D(10) 27,526 D $55.11 866,364 D
Common Stock 09/17/2018 F(10) 10,998 D $55.11 855,366 D
Common Stock 09/17/2018 M(11) 25,508 A $28.6 880,874 D
Common Stock 09/17/2018 D(11) 13,236 D $55.11 867,638 D
Common Stock 09/17/2018 F(11) 6,425 D $55.11 861,213 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 $10.33 09/17/2018 M(1) 240,000 01/04/2015 01/04/2020 Common Stock 240,000(12) $0.00 0 D
Stock Appreciation Rights $11.47 09/17/2018 M(3) 106,186 05/07/2013 05/07/2020 Common Stock 106,186(13) $0.00 0 D
Stock Appreciation Rights $26.65 09/17/2018 M(4) 116,018 05/18/2014 05/18/2021 Common Stock 116,018(14) $0.00 0 D
Stock Appreciation Rights $22.4 09/17/2018 M(5) 236,852 05/31/2015 05/31/2022 Common Stock 236,852(15) $0.00 0 D
Stock Appreciation Rights $39.79 09/17/2018 M(6) 109,322 06/21/2016 12/19/2023 Common Stock 109,322(16) $0.00 0 D
Stock Appreciation Rights $29.99 09/17/2018 M(7) 166,804 04/30/2017 04/30/2024 Common Stock 166,804(17) $0.00 0 D
Stock Appreciation Rights $15.22 09/17/2018 M(8) 244,698 03/02/2018 03/02/2025 Common Stock 244,698(18) $0.00 0 D
Stock Appreciation Rights $23.9 09/17/2018 M(9) 166,500 05/07/2018 05/07/2025 Common Stock 166,500(19) $0.00 0 D
Stock Appreciation Rights $31.26 09/17/2018 M(10) 48,532 (20) 05/09/2026 Common Stock 48,532(21) $0.00 72,798 D
Stock Appreciation Rights $28.6 09/17/2018 M(11) 25,508 (22) 02/27/2027 Common Stock 25,508(23) $0.00 102,034 D
Explanation of Responses:
1. The reporting person received 92,918 shares of common stock upon the net exercise of the 240,000 Stock Appreciation Rights ("SARS"). The reporting person forfeited 44,998 shares of common stock underlying the SARS in payment of the exercise price and 102,084 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
2. On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 218,401 additional shares of common stock.
3. The reporting person received 40,066 shares of common stock upon the net exercise of the 106,186 SARS. The reporting person forfeited 22,101 shares of common stock underlying the SARS in payment of the exercise price and 44,019 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
4. The reporting person received 28,553 shares of common stock upon the net exercise of the 116,018 SARS. The reporting person forfeited 56,094 shares of common stock underlying the SARS in payment of the exercise price and 31,371 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
5. The reporting person received 66,996 shares of common stock upon the net exercise of the 236,852 SARS. The reporting person forfeited 96,250 shares of common stock underlying the SARS in payment of the exercise price and 73,606 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
6. The reporting person received 14,477 shares of common stock upon the net exercise of the 109,322 SARS. The reporting person forfeited 78,934 shares of common stock underlying the SARS in payment of the exercise price and 15,911 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
7. The reporting person received 36,226 shares of common stock upon the net exercise of the 166,804 SARS. The reporting person forfeited 90,774 shares of common stock underlying the SARS in payment of the exercise price and 39,804 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
8. The reporting person received 84,393 shares of common stock upon the net exercise of the 244,698 SARS. The reporting person forfeited 67,582 shares of common stock underlying the SARS in payment of the exercise price and 92,723 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
9. The reporting person received 44,927 shares of common stock upon the net exercise of the 166,500 SARS. The reporting person forfeited 72,209 shares of common stock underlying the SARS in payment of the exercise price and 49,364 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
10. The reporting person received 10,008 shares of common stock upon the net exercise of the 48,532 SARS. The reporting person forfeited 27,526 shares of common stock underlying the SARS in payment of the exercise price and 10,998 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
11. The reporting person received 5,847 shares of common stock upon the net exercise of the 25,508 SARS. The reporting person forfeited 13,236 shares of common stock underlying the SARS in payment of the exercise price and 6,425 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
12. These SARS were previously reported as covering 120,000 shares at an exercise price of $20.67 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
13. These SARS were previously reported as covering 66,366 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
14. These SARS were previously reported as covering 58,009 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
15. These SARS were previously reported as covering 118,426 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
16. These SARS were previously reported as covering 54,661 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
17. These SARS were previously reported as covering 83,402 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
18. These SARS were previously reported as covering 122,349 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
19. These SARS were previously reported as covering 83,250 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
20. On May 9, 2016, the reporting person was granted 60,665 SARs. These SARs vested 20% each on May 9, 2017 and May 9, 2018, and 60% will vest on May 9, 2019.
21. These SARS were previously reported as covering 60,665 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
22. On February 27, 2017, the reporting person was granted 63,771 SARs. These SARs vested 20% on February 27, 2018 and 20% will vest on February 27, 2019 and 60% will vest on February 27, 2020.
23. These SARS were previously reported as covering 63,771 shares at an exercise price of $57.19 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
Remarks:
/s/ Rashmi Chachra, Attorney-in-Fact for Richard P. Goudis 09/18/2018
** 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.
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RICHARD P. GOUDIS
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Henry Wang, Rashmi Chachra and Jenna Pisarev, or either of them
acting singly, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

(1)	prepare, execute, acknowledge, deliver and file the Form ID to be filed with
the United States Securities and Exchange Commission (the "SEC"), including
amendments thereto, and any other documents necessary or appropriate to obtain a
(i) Central Index Key Code, (ii) CIK Confirmation Code, (iii) Password, (iv)
Password Modification Code or (v) any other codes, passwords and passphrases as
are required or appropriate to permit the undersigned to make electronic filings
with the SEC;

(2)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Herbalife Ltd., a
Cayman Islands company (the "Company"), required to be filed with or submitted
to the SEC, any national securities exchange or similar authority and the
Company pursuant
 to Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time to time (the
"Exchange Act"), and any other forms or reports the undersigned may be required
to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;

(3)	seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers and employee benefit plan administrators and trustees,
and the undersigned hereby authorizes and approves any such release of
information; and

(4)	perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.

The undersigned acknowledges that:
(1)	this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)	any documents prepared and/or executed by either such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)	neither the Company nor either such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)	this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 18th day of September, 2018.

/s/ RICHARD P. GOUDIS