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^*

WindAcre Partnership Master Fund, LP

(Last)

(First)

(Middle)

2200 POST OAK BLVD.

SUITE 1580

(Street)

HOUSTON

77056

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
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 Shares	11/02/2022		S		205,000	D	$17.56	9,778,500	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Total Return Swap⁽¹⁾	⁽¹⁾	11/01/2022		P/K		355,000		⁽¹⁾	⁽¹⁾	Common Shares	355,000	$21.16⁽³⁾	5,194,200	D⁽²⁾
Total Return Swap⁽¹⁾	⁽¹⁾	11/02/2022		P/K		205,000		⁽¹⁾	⁽¹⁾	Common Shares	205,000	$17.56	5,399,200	D⁽²⁾
Total Return Swap⁽¹⁾	⁽¹⁾	11/02/2022		P/K		340,000		⁽¹⁾	⁽¹⁾	Common Shares	340,000	$19.36⁽⁴⁾	5,739,200	D⁽²⁾
Total Return Swap⁽¹⁾	⁽¹⁾	11/02/2022		P/K		25,000		⁽¹⁾	⁽¹⁾	Common Shares	25,000	$20.31⁽⁵⁾	5,764,200	D⁽²⁾

1. Name and Address of Reporting Person^*

WindAcre Partnership Master Fund, LP

(Last)

(First)

(Middle)

2200 POST OAK BLVD.

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WINDACRE PARTNERSHIP LLC

(Last)

(First)

(Middle)

2200 POST OAK BOULEVARD

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WindAcre General Partner LP

(Last)

(First)

(Middle)

C/O WINDACRE PARTNERSHIP LLC

2200 POST OAK BLVD., SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WAPGP LLC

(Last)

(First)

(Middle)

C/O WINDACRE PARTNERSHIP LLC

2200 POST OAK BLVD., SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amin Snehal

(Last)

(First)

(Middle)

C/O WINDACRE PARTNERSHIP LLC

2200 POST OAK BLVD., SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Explanation of Responses:

1. The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 5,764,200 notional shares of HLF ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.

2. The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.

3. This transaction was executed in multiple trades at prices ranging from $20.88 to $21.38. The price reported above reflects the weighted average purchase price. 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.

4. This transaction was executed in multiple trades at prices ranging from $18.88 to $19.72. The price reported above reflects the weighted average purchase price. 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.

5. This transaction was executed in multiple trades at prices ranging from $20.15 to $20.72. The price reported above reflects the weighted average purchase price. 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.

	The WindAcre Partnership Master Fund, LP By: The WAP GP LLC, its General Partner By: /s/ Snehal Amin Managing Member	11/03/2022
	The WindAcre Partnership LLC By: /s/ Snehal Amin Managing Member	11/03/2022
	The WindAcre General Partner LP By: The WAP GP LLC, By: /s/ Snehal Amin Managing Member	11/03/2022
	The WAP GP LLC By: /s/ Snehal Amin Managing Member	11/03/2022
	/s/ Snehal Amin Snehal Amin	11/03/2022
	** 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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