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 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 *
JOHNSON MICHAEL
   2. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [HLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE #406		 3. Date of Earliest Transaction (Month/Day/Year)
06/07/2018
(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 06/07/2018   M   384,910 A $ 29.99 4,513,214 (1) D  
Common Stock 06/07/2018   D(2)   221,438 D $ 52.13 4,291,776 D  
Common Stock 06/07/2018   F(2)   86,070 D $ 52.13 4,205,706 D  
Common Stock 06/07/2018   M   815,660 A $ 15.22 5,021,366 D  
Common Stock 06/07/2018   D(3)   238,144 D $ 52.13 4,783,222 D  
Common Stock 06/07/2018   F(3)   304,064 D $ 52.13 4,479,158 D  
Common Stock               70,680 (4) I Beneficially owned through a trust for his child.
Common Stock               226,244 (5) I Beneficially owned through Michael O. Johnson IRA

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $ 29.99 06/07/2018   M     384,910 04/30/2017 04/30/2024 Common Stock 384,910 (6) $ 0 0 D  
Stock Appreciation Rights $ 15.22 06/07/2018   M     815,660 03/02/2018 03/02/2025 Common Stock 815,660 (7) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON MICHAEL
800 W. OLYMPIC BLVD., SUITE #406
LOS ANGELES, CA 90015		   X     Executive Chairman  

Signatures

 /s/ Eileen Uy, Attorney-in-Fact for Michael O. Johnson   06/11/2018
**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) On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 2,064,152 additional shares of common stock.
(2) The reporting person received 77,402 shares of common stock upon the net exercise of 384,910 stock appreciation rights ("SARS"). The reporting person forfeited 221,438 shares of common stock underlying such SARS in payment of the exercise price and 86,070 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
(3) The reporting person received 273,452 shares of common stock upon the net exercise of 815,660 SARS. The reporting person forfeited 238,144 shares of common stock underlying such SARS in payment of the exercise price and 304,064 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
(4) On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 35,340 additional shares of common stock.
(5) On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 113,122 additional shares of common stock.
(6) These SARS were previously reported as covering 192,455 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(7) These SARS were previously reported as covering 407,830 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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