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 *
  Lamberti Frank
 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. Americas
 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 106,362 (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) 12/19/2023 Common Stock 5,675 $ 39.79 D  
Stock Appreciation Rights   (3) 04/30/2024 Common Stock 7,217 $ 29.99 D  
Stock Appreciation Rights   (4) 03/02/2025 Common Stock 14,070 $ 15.22 D  
Stock Appreciation Rights   (5) 02/28/2026 Common Stock 12,540 $ 27.375 D  
Stock Appreciation Rights   (6) 05/09/2026 Common Stock 30,231 $ 31.255 D  
Stock Appreciation Rights   (7) 02/27/2027 Common Stock 31,779 $ 28.595 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lamberti Frank
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015		       Regional Pres. Americas  

Signatures

Lisa Kwon, as Attorney-In-Fact for Frank Lamberti 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 59,986 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 2,576 RSUs will vest on February 20, 2023; 672 will vest on February 19, 2023 and 2,018 will vest on February 19, 2024; and 887 will vest on February 25, 2023, 887 will vest on February 25, 2024 and 2,662 will vest on February 25, 2025. Each of the aforementioned grants are 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, 50,284 RSUs, which were granted on April 7, 2020, will vest 100% on April 7, 2023. All RSU vestings are subject to continued service through each applicable date. Also consists of 21,086 shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of RSUs, receipt of which the Reporting Person has elected to defer.
(2) These stock appreciation rights were fully vested as of June 21, 2016.
(3) These stock appreciation rights were fully vested as of April 30, 2017.
(4) These stock appreciation rights were fully vested as of March 2, 2018.
(5) These stock appreciation rights were fully vested as of February 28, 2019.
(6) These stock appreciation rights were fully vested as of May 9, 2019.
(7) These stock appreciation rights were fully vested as of February 27, 2020.

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