Michael Johnson - Feb 16, 2024 Form 4 Insider Report for HERBALIFE LTD. (HLF)

Signature
Alaaeddine Sahibi, as Attorney-In-Fact for Michael O. Johnson
Stock symbol
HLF
Transactions as of
Feb 16, 2024
Transactions value $
$253,367
Form type
4
Date filed
2/21/2024, 05:44 PM
Previous filing
Dec 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HLF Common Stock Purchase $498K +61.7K +11.39% $8.07 604K Feb 16, 2024 Direct F1
transaction HLF Common Stock Award $0 +496K +82.1% $0.00 1.1M Feb 16, 2024 Direct F2
transaction HLF Common Stock Award $0 +84.8K +7.72% $0.00 1.18M Feb 16, 2024 Direct F3
transaction HLF Common Stock Tax liability -$245K -30.4K -2.56% $8.07 1.15M Feb 16, 2024 Direct F4

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 Stock Appreciation Rights Award $0 +983K $0.00 983K Feb 16, 2024 Common Stock 983K $8.07 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This transaction represents multiple open market purchases. The range of prices for such transactions is $7.84 to $8.20. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a shareholder of the Issuer, full information regarding the number of shares purchased at each price.
F2 Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These RSUs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Issuer's Board of Directors (the "Board"), subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the RSU vest prior to February 16, 2025.
F3 Consists of RSUs fully vested at the time of grant.
F4 Represents shares withheld to satisfy tax obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on February 16, 2024.
F5 Consists of stock appreciation rights ("SARs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These SARs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Board, subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the SAR vest prior to February 16, 2025.