Sec Form 3 Filing - Hienrich Edi @ HERBALIFE NUTRITION LTD. - 2022-07-29

FORM 3 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) Regional Pres. EMEA & India (Last) (First) (Middle) 800 W. OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 07/29/2022 (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 41,207( 1 ) D Common Stock 20,202( 2 ) 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 $ 15.22 ( 3 ) 03/02/2025 Common Stock 39,152 D Stock Appreciation Rights $ 28.595 ( 4 ) 02/27/2027 Common Stock 35,310 D Stock Appreciation Rights $ 28.595 ( 4 ) 02/27/2027 Common Stock 7,414 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 Regional Pres. EMEA & India Signatures Lisa Kwon, as Attorney-In-Fact for Edi Hienrich 08/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 29,852 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 7,926 RSUs will vest on February 20, 2023; 2,069 will vest on February 19, 2023 and 6,207 will vest on February 19, 2024; and 2,730 will vest on February 25, 2023, 2,730 will vest on February 25, 2024 and 8,190 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date. ( 2 )Balance includes 13,732 unvested RSUs previously granted to the Reporting Person's wife, of which: 3,646 RSUs will vest on February 20, 2023; 952 will vest on February 19, 2023 and 2,855 will vest on February 19, 2024; and 1,255 will vest on February 25, 2023, 1,256 will vest on February 25, 2024 and 3,768 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date. ( 3 )These stock appreciation rights were fully vested as of March 2, 2018. ( 4 )These stock appreciation rights were fully vested as of February 27, 2020.

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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