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 *
  Conchie Stephen
2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2022
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)
Regional Pres. APAC & China
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 53,852 (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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Conchie Stephen
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015
      Regional Pres. APAC & China  

Signatures

Lisa Kwon, as Attorney-In-Fact for Stephen Conchie 08/02/2022
**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 36,708 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 6,341 will vest on February 20, 2023; 1,655 will vest on February 19, 2023 and 4,966 will vest on February 19, 2024; 2,184 will vest on February 25, 2023, 2,184 will vest on February 25, 2024, and 6,552 will vest on February 25, 2025; and 546 will vest on February 25, 2023, 546 will vest on February 25, 2024, and 1,638 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. Additionally, 10,096 RSUs, which were granted on August 28, 2020, will vest 100% on August 28, 2023. All RSU vestings are subject to continued service through each applicable date.

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