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Shin-Shing Bosco Chiu

Filed: 25 Feb 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)
02/22/2018
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 Stock02/26/2018A(1)1,882A$0.001,882D
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$30.4402/22/2018A(2)11,25603/02/201803/02/2025Common Stock11,256$0.0018,760D
Stock Appreciation Rights$47.802/22/2018A(3)12,75005/07/201805/07/2025Common Stock12,750$0.0021,250D
Stock Appreciation Rights$62.5102/22/2018A(4)1,54505/09/201805/09/2026Common Stock1,545$0.003,090D
Stock Appreciation Rights$57.1902/22/2018A(5)1,62402/27/201802/27/2027Common Stock1,624$0.001,624D
Explanation of Responses:
1. Consists of restricted stock units ("RSU") under the Herbalife Ltd. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Herbalife Ltd. common stock on vesting. This award will vest 20% each on February 26, 2019 and February 26, 2020, and 60% on February 26, 2021.
2. On March 2, 2015, the reporting person was granted an award of 18,760 stock appreciation rights ("SARs"). The amount and timing of the vesting of these SARs is dependent upon the achievement by Herbalife Ltd. (the "Company") of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria for 2017 was met, resulting in 11,256 SARs which will vest on March 2, 2018.
3. On May 7, 2015, the reporting person was granted an award of 21,250 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2017 was met, resulting in 12,750 SARs which will vest on May 7, 2018.
4. On May 9, 2016, the reporting person was granted an award of 7,725 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2017 was met, resulting in 1,545 SARs which will vest on May 9, 2018.
5. On February 27, 2017, the reporting person was granted an award of 8,121 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2017, 2018 and 2019. The performance criteria for 2017 was met, resulting in 1,624 SARs which will vest on February 27, 2018.
Remarks:
/s/ Eileen Uy, Attorney-in-Fact for Shin-Shing Bosco Chiu02/26/2018
** Signature of Reporting PersonDate
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