Sec Form 4 Filing - Hienrich Edi @ HERBALIFE NUTRITION LTD. - 2019-05-09

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hienrich Edi 2. Issuer Name and Ticker or Trading Symbol HERBALIFE NUTRITION 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/Managing Director EMEA (Last) (First) (Middle) 800 W. OLYMPIC BLVD. SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2019 (Street) LOS ANGELES, CA90015 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 22,246 D Common Stock 05/09/2019 M 3,930 ( 1 ) ( 2 ) A $ 31.255 12,504 I By wife Common Stock 05/09/2019 F 3,192 ( 1 ) ( 2 ) D $ 48.47 9,312 I By wife Common Stock 05/13/2019 S 738 ( 1 ) D $ 47.62 8,574 I By wife

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 31.255 05/09/2019 M 3,930 ( 1 ) ( 2 ) ( 3 ) 05/09/2019 05/09/2026 Common Stock 3,930 $ 0 0 I By wife

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hienrich Edi 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA90015 SVP/Managing Director EMEA Signatures /s/ Lisa Kwon, as Attorney-in-Fact for Edi Hienrich 05/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's wife. ( 2 )The Reporting Person's wife received 738 shares of common stock upon the net exercise of 3,930 stock appreciation rights ("SARs"). She forfeited 2,535 shares of common stock underlying the SARs in payment of the exercise price and 657 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 9, 2019 of $48.47. ( 3 )These SARS were previously reported as 1,965 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

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).

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.