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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JOHNSON MICHAEL
2. Issuer Name and Ticker or Trading Symbol

HERBALIFE NUTRITION LTD. [ HLF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

800 W. OLYMPIC BLVD., SUITE #406
3. Date of Earliest Transaction (MM/DD/YYYY)

6/7/2018
(Street)

LOS ANGELES, CA 90015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/7/2018     M    384910   A $29.99   4513214   (1) D    
Common Stock   6/7/2018     D (2)    221438   D $52.13   4291776   D    
Common Stock   6/7/2018     F (2)    86070   D $52.13   4205706   D    
Common Stock   6/7/2018     M    815660   A $15.22   5021366   D    
Common Stock   6/7/2018     D (3)    238144   D $52.13   4783222   D    
Common Stock   6/7/2018     F (3)    304064   D $52.13   4479158   D    
Common Stock                  70680   (4) I   Beneficially owned through a trust for his child.  
Common Stock                  226244   (5) I   Beneficially owned through Michael O. Johnson IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $29.99   6/7/2018     M         384910    4/30/2017   4/30/2024   Common Stock   384910   (6) $0.00   0   D    
Stock Appreciation Rights   $15.22   6/7/2018     M         815660    3/2/2018   3/2/2025   Common Stock   815660   (7) $0.00   0   D    

Explanation of Responses:
(1)  On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 2,064,152 additional shares of common stock.
(2)  The reporting person received 77,402 shares of common stock upon the net exercise of 384,910 stock appreciation rights ("SARS"). The reporting person forfeited 221,438 shares of common stock underlying such SARS in payment of the exercise price and 86,070 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
(3)  The reporting person received 273,452 shares of common stock upon the net exercise of 815,660 SARS. The reporting person forfeited 238,144 shares of common stock underlying such SARS in payment of the exercise price and 304,064 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
(4)  On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 35,340 additional shares of common stock.
(5)  On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 113,122 additional shares of common stock.
(6)  These SARS were previously reported as covering 192,455 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(7)  These SARS were previously reported as covering 407,830 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JOHNSON MICHAEL
800 W. OLYMPIC BLVD., SUITE #406
LOS ANGELES, CA 90015
X
Executive Chairman

Signatures
/s/ Eileen Uy, Attorney-in-Fact for Michael O. Johnson 6/11/2018
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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