FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Agwunobi John O
 2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2018		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [HLF]
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD. SUITE 406		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President/Chief H&N Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90015		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,707 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights   (2) 02/28/2026 Common Stock 27,662 $ 54.75 D  
Stock Appreciation Rights   (3) 02/27/2027 Common Stock 10,593 $ 57.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Agwunobi John O
800 W. OLYMPIC BLVD. SUITE 406
LOS ANGELES, CA 90015		       Co-President/Chief H&N Officer  

Signatures

/s/ Eileen Uy, Attorney-in-Fact for John Agwunobi 05/01/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On February 26, 2018, the reporting person was granted 3,707 Restricted Stock Units ("RSUs"). These RSUs will vest 20% on each of February 26, 2019 and February 26, 2020, and 60% will vest on February 26, 2021.
(2) On February 29, 2016, the reporting person was granted 27,662 Stock Appreciation Rights ("SARs"). These SARs vested 20% on each of February 28, 2017 and February 28, 2018, and the remaining 60% will vest on February 28, 2019.
(3) On February 27, 2017, the reporting person was granted 10,593 SARs. These SARs vested 20% on February 27, 2018, will vest 20% on February 27, 2019, and the remaining 60% will vest on February 27, 2020.

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