WindAcre Partnership Master Fund, LP - Nov 1, 2022 Form 4 Insider Report for HERBALIFE NUTRITION LTD. (HLF)

Role
10%+ Owner
Signature
The WindAcre Partnership Master Fund, LP By: The WAP GP LLC, its General Partner By: /s/ Snehal Amin Managing Member
Stock symbol
HLF
Transactions as of
Nov 1, 2022
Transactions value $
$14,601,950
Form type
4
Date filed
11/3/2022, 09:31 PM
Previous filing
Nov 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction HLF Common Shares -Sell -$3,599,800 -205,000 -2.05% $17.56 9,778,500 Nov 2, 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HLF Total Return Swap +Buy $7,511,800 +355,000 +7.34% $21.16 5,194,200 Nov 1, 2022 Common Shares 355,000 Direct F1, F2, F3
transaction HLF Total Return Swap +Buy $3,599,800 +205,000 +3.95% $17.56 5,399,200 Nov 2, 2022 Common Shares 205,000 Direct F1, F2
transaction HLF Total Return Swap +Buy $6,582,400 +340,000 +6.3% $19.36 5,739,200 Nov 2, 2022 Common Shares 340,000 Direct F1, F2, F4
transaction HLF Total Return Swap +Buy $507,750 +25,000 +0.44% $20.31 5,764,200 Nov 2, 2022 Common Shares 25,000 Direct F1, F2, F5

WindAcre Partnership Master Fund, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 5,764,200 notional shares of HLF ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
F2 The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.
F3 This transaction was executed in multiple trades at prices ranging from $20.88 to $21.38. The price reported above reflects the weighted average purchase price. 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.
F4 This transaction was executed in multiple trades at prices ranging from $18.88 to $19.72. The price reported above reflects the weighted average purchase price. 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.
F5 This transaction was executed in multiple trades at prices ranging from $20.15 to $20.72. The price reported above reflects the weighted average purchase price. 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.