Sec Form 4 Filing - LEVY ROBERT @ HERBALIFE NUTRITION LTD. - 2018-06-14

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

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1. Name and Address of Reporting Person LEVY ROBERT 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) EVP, The Americas (Last) (First) (Middle) 800 W. OLYMPIC BOULEVARD, #406 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2018 (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 06/14/2018 M( 1 ) 10,008 A $ 29.99 522,996 D Common Stock 06/14/2018 D( 2 ) 5,559 D $ 54 517,437 D Common Stock 06/14/2018 F( 2 ) 2,343 D $ 54 515,094 D Common Stock 06/14/2018 M( 1 ) 21,206 A $ 15.22 536,300 D Common Stock 06/14/2018 D( 3 ) 5,977 D $ 54 530,323 D Common Stock 06/14/2018 F( 3 ) 8,019 D $ 54 522,304 D Common Stock 06/18/2018 S( 1 ) 9,316 D $ 54 512,988 D

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 $ 29.99 ( 4 ) 06/14/2018 M( 1 ) 10,008 04/30/2017 04/30/2024 Common Stock 10,008 ( 4 ) $ 0 0 D Stock Appreciation Rights $ 15.22 ( 5 ) 06/14/2018 M( 1 ) 21,206 03/02/2018 03/02/2025 Common Stock 21,206 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVY ROBERT 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES, CA90015 EVP, The Americas Signatures /s/ Eileen Uy, Attorney-in-Fact for Robert Levy 06/18/2018 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 on May 10, 2018. ( 2 )The reporting person received 2,106 shares of common stock upon the net exercise of 10,008 stock appreciation rights ("SARs"). The reporting person forfeited 5,559 shares of common stock underlying such SARs in payment of the exercise price and 2,343 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00. ( 3 )The reporting person received 7,210 shares of common stock upon the net exercise of 21,206 SARs. The reporting person forfeited 5,977 shares of common stock underlying such SARs in payment of the exercise price and 8,019 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00. ( 4 )These SARs were previously reported as covering 5,004 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018. ( 5 )These SARS were previously reported as covering 10,603 shares at an exercise price of $30.44 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).

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