SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

LEVY ROBERT

(Last)

(First)

(Middle)

800 W. OLYMPIC BLVD., SUITE 406

(Street)

LOS ANGELES

90015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2023

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Regional President - Americas

5. If Amendment, Date of 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

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	635,320⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽²⁾	12/19/2023	Common Stock	39,346	39.79	D
Stock Appreciation Rights	⁽³⁾	04/30/2024	Common Stock	40,030	29.99	D
Stock Appreciation Rights	⁽⁴⁾	03/02/2025	Common Stock	84,828	15.22	D
Stock Appreciation Rights	⁽⁵⁾	05/09/2026	Common Stock	43,668	31.255	D
Stock Appreciation Rights	⁽⁶⁾	02/27/2027	Common Stock	45,902	28.595	D
Stock Appreciation Rights	⁽⁷⁾	05/04/2033⁽⁷⁾	Common Stock	80,049	13.6	D

Explanation of Responses:

1. Balance includes 112,152 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 3,362 were granted on February 19, 2021, of which 20% vested on February 19, 2022, 20% vested on February 19, 2023, and 60% will vest on February 19, 2024; 4,436 were granted on February 25, 2022, of which 20% vested on February 25, 2023, 20% will vest on February 25, 2024, and 60% will vest on February 25, 2025; 94,637 were granted on December 9, 2022 and will vest 100% on December 9, 2024; 11,948 were granted on May 4, 2023, that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 2026. All RSU vestings are subject to continued service through each applicable date. Balance also includes 142,740 vested RSUs previously granted to the Reporting Person, which he 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 May 9, 2019.

6. These stock appreciation rights were fully vested as of February 27, 2020.

7. On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 2026.

Remarks:

	Alaaeddine Sahibi, as Attorney-In-Fact for Robert Levy	07/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.