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 *
  Hienrich Edi
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. EMEA & India
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 41,207 (1)
D
 
Common Stock 20,202 (2)
I
By wife

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   (3) 03/02/2025 Common Stock 39,152 $ 15.22 D  
Stock Appreciation Rights   (4) 02/27/2027 Common Stock 35,310 $ 28.595 D  
Stock Appreciation Rights   (4) 02/27/2027 Common Stock 7,414 $ 28.595 I By wife

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hienrich Edi
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015
      Regional Pres. EMEA & India  

Signatures

Lisa Kwon, as Attorney-In-Fact for Edi Hienrich 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 29,852 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 7,926 RSUs will vest on February 20, 2023; 2,069 will vest on February 19, 2023 and 6,207 will vest on February 19, 2024; and 2,730 will vest on February 25, 2023, 2,730 will vest on February 25, 2024 and 8,190 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. All RSU vestings are subject to continued service through each applicable date.
(2) Balance includes 13,732 unvested RSUs previously granted to the Reporting Person's wife, of which: 3,646 RSUs will vest on February 20, 2023; 952 will vest on February 19, 2023 and 2,855 will vest on February 19, 2024; and 1,255 will vest on February 25, 2023, 1,256 will vest on February 25, 2024 and 3,768 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. All RSU vestings are subject to continued service through each applicable date.
(3) These stock appreciation rights were fully vested as of March 2, 2018.
(4) These stock appreciation rights were fully vested as of February 27, 2020.

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