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 *
  Irani Jehangir D
 2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [HLF]
(Last)
(First)
(Middle)
800 WEST 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)
Principal Accounting 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 5,785 (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) 05/09/2026 Common Stock 4,282 $ 31.255 D  
Stock Appreciation Rights   (3) 08/05/2026 Common Stock 1,636 $ 33.545 D  
Stock Appreciation Rights   (4) 02/27/2027 Common Stock 6,354 $ 28.595 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Irani Jehangir D
800 WEST OLYMPIC BLVD. SUITE 406
LOS ANGELES, CA 90015		       Principal Accounting Officer  

Signatures

Lisa Kwon, as Attorney-In-Fact for Jehangir Irani 05/10/2019
**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) Balance includes 5,003 unvested restricted stock units ("RSUs") previously granted to the Reporting Person. On February 26, 2018, the Reporting Person was granted an award of 2,780 RSUs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These RSUs vested 20% on February 26, 2019 and, subject to continued service, 20% will vest on February 26, 2020 and the remaining 60% will vest on February 26, 2021. On February 21, 2019, the Reporting Person was granted 2,779 RSUs, which will vest 20% on February 21, 2020, 20% on February 21, 2021, and the remaining 60% on February 21, 2022, subject to continued service through each applicable date.
(2) On May 9, 2016, the Reporting Person was granted an award of 4,282 Stock Appreciation Rights ("SARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on May 9, 2017, 20% on May 9, 2018 and 60% on May 9, 2019.
(3) On August 5, 2016, the Reporting Person was granted an award of 1,636 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on August 5, 2017, 20% on August 5, 2018 and the remaining 60% will vest on August 5, 2019, subject to continued service through such date.
(4) On February 27, 2017, the Reporting Person was granted an award of 6,354 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on February 27, 2018, 20% on February 27, 2019 and the remaining 60% will vest on February 27, 2020, subject to continued service through such date.
 
Remarks:
Exhibit 24 - Power of Attorney

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