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Shin-Shing Bosco Chiu

Filed: 25 Jan 18, 7:00pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Chiu Shin-Shing Bosco

(Last)(First)(Middle)
800 W. OLYMPIC BOULEVARD, SUITE 406

(Street)
LOS ANGELESCA90015

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Principal Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock01/24/2018M(1)1,000A$27.791,000D
Common Stock01/24/2018D(2)356D$78.21644D
Common Stock01/24/2018F(2)223D$78.21421D
Common Stock01/24/2018M(1)5,417A$53.295,838D
Common Stock01/24/2018D(3)3,691D$78.212,147D
Common Stock01/24/2018F(3)597D$78.211,550D
Common Stock01/24/2018M(1)2,561A$55.94,111D
Common Stock01/24/2018D(4)1,831D$78.212,280D
Common Stock01/24/2018F(4)253D$78.212,027D
Common Stock01/24/2018M(1)2,295A$44.794,322D
Common Stock01/24/2018D(5)1,315D$78.213,007D
Common Stock01/24/2018F(5)340D$78.212,667D
Common Stock01/26/2018S(1)2,667D$78.540D
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 Security3. 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights$27.7901/24/2018M(1)1,00008/31/201308/31/2020Common Stock1,000$0.000D
Stock Appreciation Rights$53.2901/24/2018M(1)5,41705/18/201405/18/2021Common Stock5,417$0.000D
Stock Appreciation Rights$55.901/24/2018M(1)2,56112/01/201412/01/2021Common Stock2,561$0.000D
Stock Appreciation Rights$44.7901/24/2018M(1)2,29505/31/201505/31/2022Common Stock2,295$0.0010,000D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.
2. The reporting person received 421 shares of common stock upon the net exercise of 1,000 stock appreciation rights ("SARs"). The reporting person forfeited 356 shares of common stock underlying such SARS in payment of the exercise price and 223 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.
3. The reporting person received 1,129 shares of common stock upon the net exercise of 5,417 SARs. The reporting person forfeited 3,691 shares of common stock underlying such SARS in payment of the exercise price and 597 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.
4. The reporting person received 477 shares of common stock upon the net exercise of 2,561 SARs. The reporting person forfeited 1,831 shares of common stock underlying such SARS in payment of the exercise price and 253 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.
5. The reporting person received 640 shares of common stock upon the net exercise of 2,295 SARs. The reporting person forfeited 1,315 shares of common stock underlying such SARS in payment of the exercise price and 340 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.
Remarks:
/s/ Eileen Uy, Attorney-in-Fact for Shin-Shing Bosco Chiu.01/26/2018
** Signature of Reporting PersonDate
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 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).
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