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 *
Harms Thomas
   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)
SVP, China & APAC
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE 406		 3. Date of Earliest Transaction (Month/Day/Year)
06/02/2020
(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 06/02/2020   M   3,177 A $ 28.595 31,565 D  
Common Stock 06/02/2020   F   2,633 D $ 43.34 28,932 D  
Common Stock 06/02/2020   M   3,023 A $ 31.255 31,955 D  
Common Stock 06/02/2020   F   2,574 D $ 43.34 29,381 D  
Common Stock 06/02/2020   M   5,448 A $ 39.79 34,829 D  
Common Stock 06/02/2020   F   5,196 D $ 43.34 29,633 D  
Common Stock 06/02/2020   M   3,711 A $ 33.85 33,344 D  
Common Stock 06/02/2020   F   3,187 D $ 43.34 30,157 D  

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 $ 28.595 06/02/2020   M     3,177 02/27/2020(1) 02/27/2027 Common Stock 3,177 $ 0 3,177 D  
Stock Appreciation Rights $ 31.255 06/02/2020   M     3,023 05/09/2019(2) 05/09/2026 Common Stock 3,023 $ 0 3,023 D  
Stock Appreciation Rights $ 39.79 06/02/2020   M     5,448 06/21/2016(3) 12/19/2023 Common Stock 5,448 $ 0 5,448 D  
Stock Appreciation Rights $ 33.85 06/02/2020   M     3,711 03/01/2015(4) 03/01/2022 Common Stock 3,711 $ 0 3,711 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Harms Thomas
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015		       SVP, China & APAC  

Signatures

 Lisa Kwon, as Attorney-In-Fact for Thomas Harms   06/04/2020
**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) The Stock Appreciation Rights were granted on February 27, 2017. 20% vested on February 27, 2018, 20% vested on February 27, 2019 and the remaining 60% vested on February 27, 2020.
(2) The Stock Appreciation Rights were granted on May 9, 2016. 20% vested on May 9, 2017, 20% vested on May 9, 2018 and the remaining 60% vested on May 9, 2019.
(3) The Stock Appreciation Rights were granted on December 19, 2013. 20% vested on June 21, 2014, 20% vested on June 21, 2015 and the remaining 60% vested on June 21, 2016.
(4) The Stock Appreciation Rights were granted on March 1, 2012. 20% vested on March 1, 2013, 20% vested on March 1, 2014 and the remaining 60% vested on March 1, 2015.

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