Edgar Filing: Harms Thomas

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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)
04/02/2018

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2018		M⁽¹⁾⁽²⁾		9,176	A	$ 30.44	13,810	D
Common Stock	04/02/2018		D⁽¹⁾⁽²⁾		2,869	D	$ 97.38	10,941	D
Common Stock	04/02/2018		F⁽¹⁾⁽²⁾		3,128	D	$ 97.38	7,813	D
Common Stock	04/02/2018		M⁽¹⁾⁽³⁾		6,639	A	$ 59.98	14,452	D
Common Stock	04/02/2018		D⁽¹⁾⁽³⁾		4,090	D	$ 97.38	10,362	D
Common Stock	04/02/2018		F⁽¹⁾⁽³⁾		1,265	D	$ 97.38	9,097	D
Common Stock	04/02/2018		M⁽¹⁾⁽⁴⁾		11,803	A	$ 44.79	20,900	D
Common Stock	04/02/2018		D⁽¹⁾⁽⁴⁾		5,429	D	$ 97.38	15,471	D
Common Stock	04/02/2018		F⁽¹⁾⁽⁴⁾		3,161	D	$ 97.38	12,310	D
Common Stock	04/02/2018		M⁽¹⁾⁽⁵⁾		4,167	A	$ 53.29	16,477	D
Common Stock	04/02/2018		D⁽¹⁾⁽⁵⁾		2,281	D	$ 97.38	14,196	D
Common Stock	04/02/2018		F⁽¹⁾⁽⁵⁾		684	D	$ 97.38	13,512	D
Common Stock	04/02/2018		M⁽¹⁾⁽⁶⁾		5,032	A	$ 22.94	18,544	D
Common Stock	04/02/2018		D⁽¹⁾⁽⁶⁾		1,186	D	$ 97.38	17,358	D
Common Stock	04/02/2018		F⁽¹⁾⁽⁶⁾		1,331	D	$ 97.38	16,027	D
Common Stock	04/04/2018		S⁽¹⁾		11,393	D	$ 95.98	4,634	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 30.44

04/02/2018

M⁽¹⁾⁽²⁾

9,176

03/02/2018

03/02/2025

Common Stock

9,176

$ 0

Stock Appreciation Right

$ 59.98

04/02/2018

M⁽¹⁾⁽³⁾

6,639

04/30/2017

04/30/2024

Common Stock

6,639

$ 0

Stock Appreciation Right

$ 44.79

04/02/2018

M⁽¹⁾⁽⁴⁾

11,803

05/31/2015

05/31/2022

Common Stock

11,803

$ 0

Stock Appreciation Right

$ 53.29

04/02/2018

M⁽¹⁾⁽⁵⁾

4,167

05/18/2014

05/18/2021

Common Stock

4,167

$ 0

Stock Appreciation Right

$ 22.94

04/02/2018

M⁽¹⁾⁽⁶⁾

5,032

05/07/2010

05/07/2020

Common Stock

5,032

$ 0

Reporting Owners

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

Signatures

/s/ Eileen Uy, Attorney-in-Fact for Thomas Harms		04/04/2018
^**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)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2018.
(2)	The reporting person received 3,179 shares of common stock upon the net exercise of 9,176 stock appreciation rights ("SARs"). The reporting person forfeited 2,869 shares of common stock underlying such SARs in payment of the exercise price and 3,128 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018 of $97.38.
(3)	The reporting person received 1,284 shares of common stock upon the net exercise of 6,639 SARs. The reporting person forfeited 4,090 shares of common stock underlying such SARs in payment of the exercise price and 1,265 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(4)	The reporting person received 3,213 shares of common stock upon the net exercise of 11,803 SARs. The reporting person forfeited 5,429 shares of common stock underlying such SARs in payment of the exercise price and 3,161 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(5)	The reporting person received 1,202 shares of common stock upon the net exercise of 4,167 SARs. The reporting person forfeited 2,281 shares of common stock underlying such SARs in payment of the exercise price and 684 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(6)	The reporting person received 2,515 shares of common stock upon the net exercise of 5,032 SARs. The reporting person forfeited 1,186 shares of common stock underlying such SARs in payment of the exercise price and 1,331 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

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