Sec Form 4 Filing - Hienrich Edi @ HERBALIFE NUTRITION LTD. - 2020-12-03

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) 12/03/2020 (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 12/03/2020 M 15,000 A $ 23.9 48,529 D Common Stock 12/03/2020 F 10,872 D $ 49.72 37,657 D Common Stock 12/03/2020 M 26,872 A $ 31.255 64,529 D Common Stock 12/03/2020 F 21,584 D $ 49.72 42,945 D Common Stock 12/04/2020 S 6,241 D $ 49.88 36,704 D Common Stock 12/07/2020 S 9,416 D $ 49.8756 ( 1 ) 27,288 D Common Stock 13,819 I By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, option s, 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 $ 23.9 ( 2 ) 12/03/2020 M 15,000 ( 2 ) 05/07/2018( 3 ) 05/07/2025 Common Stock 15,000 $ 0 0 D Stock Appreciation Rights $ 31.255 ( 4 ) 12/03/2020 M 26,872 ( 4 ) 05/09/2019( 5 ) 05/09/2026 Common Stock 26,872 $ 0 0 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 12/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $49.87 to $49.88. The price reported reflects the weighted average sale price of $49.8756. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The stock appreciation rights ("SARs") were previously reported as part of an award covering 12,500 shares at an exercise price of $47.80 per share. ( 3 )The SARs were granted on May 7, 2015. 20% vested on May 7, 2016, 20% vested on May 7, 2017 and the remaining 60% vested on May 7, 2018. ( 4 )Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The SARs were previously reported as part of an award covering 16,795 shares at an exercise price of $62.51 per share. ( 5 )The SARs were granted on May 9, 2016. 20% vested on May 9, 2017, 20% vested on May 9, 2018 and the remaining 60% vested on May 9, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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