Form 4 for HLF HERBALIFE LTD.
Accepted 2024-02-21 00:00:00 ET · period of report 2024-02-16 · accession 0000950170-24-018170 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-02-21 | 2024-02-16 | HLF | JOHNSON MICHAEL | COB, CEO, Dir | F - Tax | $8.07 | -30.4K | 1.15M | -3% | -$244.9K |
| DM | 2024-02-21 | 2024-02-16 | HLF | JOHNSON MICHAEL | COB, CEO, Dir | A - Grant | $0.00 | +580.5K | 1.10M | +112% | $0 |
| D | 2024-02-21 | 2024-02-16 | HLF | JOHNSON MICHAEL | COB, CEO, Dir | P - Purchase | $8.07 | +61.7K | 603.7K | +11% | +$498.1K |
| D | 2024-02-21 | 2024-02-16 | HLF | JOHNSON MICHAEL | COB, CEO, Dir | A - Grant | $0.00 | +982.8K | 982.8K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-02-16 | F | D | 30,351 | $8.07 | 1,153,857 | D | — | — | (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. |
| 2 | Common | Common Stock | 2024-02-16 | A | A | 84,839 | $0.00 | 1,184,208 | D | — | — | (F3) Consists of RSUs fully vested at the time of grant. |
| 3 | Common | Common Stock | 2024-02-16 | A | A | 495,662 | $0.00 | 1,099,369 | D | — | — | (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. |
| 4 | Common | Common Stock | 2024-02-16 | P | A | 61,725 | $8.07 | 603,707 | D | — | — | (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. |
| 5 | Derivative | Stock Appreciation Rights | 2024-02-16 | A | A | 982,800 | $0.00 | 982,800 | D | $8.07 · — to 2034-02-16 | 982,800 Common Stock | (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. |