Sec Form 4 Filing - Hienrich Edi @ HERBALIFE NUTRITION LTD. - 2019-02-21

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 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) 02/21/2019 (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 02/21/2019 A 8,907 ( 1 ) A $ 0 23,395 ( 2 ) D Common Stock 02/21/2019 A 6,056 ( 1 ) A $ 0 8,836 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 Common Stock $ 31.255 02/22/2019 A 20,154 ( 3 ) 05/09/2019 05/09/2026 Common Stock 20,154 $ 0 26,872 D Common Stock $ 28.595 02/22/2019 A 7,062 ( 4 ) 02/27/2019 02/27/2027 Common Stock 7,062 $ 0 14,124 D

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 Lisa Kwon, as Attorney-In-Fact for Edi Hienrich 02/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 20% on February 21, 2020, 20% on February 21, 2021, and 60% on February 21, 2022, subject to continued service through each applicable date. ( 2 )Reflects 7,244 additional shares of common stock, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018. ( 3 )On May 9, 2016, the Reporting Person was granted an award of 33,590 performance stock appreciation rights ("PSARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2016, 2017 and 2018. As the performance criteria for 2018 has been satisfied, 20,154 PSARs will vest on May 9, 2019, subject to continued service through each applicable date. ( 4 )On February 27, 2017, the Reporting Person was granted an award of 35,310 PSARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2017, 2018 and 2019. As the performance criteria for 2018 has been satisfied, 7,062 PSARs will vest on February 27, 2019, subject to continued service through each applicable date.

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