Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* DeSimone John	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) Co-President
(Last) (First) (Middle) 800 W. OLYMPIC BOULEVARD, #406	3. Date of Earliest Transaction (MM/DD/YYYY) 9/13/2018
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/13/2018		M ⁽¹⁾		100000	A	$3.41	164794 ⁽²⁾	D
Common Stock	9/13/2018		D ⁽¹⁾		6102	D	$55.89	158692	D
Common Stock	9/13/2018		F ⁽¹⁾		49438	D	$55.89	109254	D
Common Stock	9/13/2018		M ⁽³⁾		160000	A	$10.33	269254	D
Common Stock	9/13/2018		D ⁽³⁾		29580	D	$55.89	239674	D
Common Stock	9/13/2018		F ⁽³⁾		68667	D	$55.89	171007	D
Common Stock	9/13/2018		M ⁽⁴⁾		60932	A	$11.47	231939	D
Common Stock	9/13/2018		D ⁽⁴⁾		12505	D	$55.89	219434	D
Common Stock	9/13/2018		F ⁽⁴⁾		25497	D	$55.89	193937	D
Common Stock	9/13/2018		M ⁽⁵⁾		83334	A	$26.65	277271	D
Common Stock	9/13/2018		D ⁽⁵⁾		39729	D	$55.89	237542	D
Common Stock	9/13/2018		F ⁽⁵⁾		22959	D	$55.89	214583	D
Common Stock	9/13/2018		M ⁽⁶⁾		158950	A	$22.40	373533	D
Common Stock	9/13/2018		D ⁽⁶⁾		63691	D	$55.89	309842	D
Common Stock	9/13/2018		F ⁽⁶⁾		50154	D	$55.89	259688	D
Common Stock	9/13/2018		M ⁽⁷⁾		90798	A	$39.79	350486	D
Common Stock	9/13/2018		D ⁽⁷⁾		64643	D	$55.89	285843	D
Common Stock	9/13/2018		F ⁽⁷⁾		13773	D	$55.89	272070	D
Common Stock	9/13/2018		M ⁽⁸⁾		115472	A	$29.99	387542	D
Common Stock	9/13/2018		D ⁽⁸⁾		61964	D	$55.89	325578	D
Common Stock	9/13/2018		F ⁽⁸⁾		28175	D	$55.89	297403	D
Common Stock	9/13/2018		M ⁽⁹⁾		179444	A	$15.22	476847	D
Common Stock	9/13/2018		D ⁽⁹⁾		48869	D	$55.89	427978	D
Common Stock	9/13/2018		F ⁽⁹⁾		68751	D	$55.89	359227	D
Common Stock	9/13/2018		M ⁽¹⁰⁾		100000	A	$23.90	459227	D
Common Stock	9/13/2018		D ⁽¹⁰⁾		42764	D	$55.89	416463	D
Common Stock	9/13/2018		F ⁽¹⁰⁾		30138	D	$55.89	386325	D
Common Stock								10100 ⁽¹¹⁾	I	In trusts for children.

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$3.41	9/13/2018		M ⁽¹⁾ ⁽¹²⁾			100000	2/27/2014	2/27/2019	Common Stock	100000	$0.00	0	D
Stock Appreciation Rights	$10.33	9/13/2018		M ⁽³⁾ ⁽¹³⁾			160000	1/4/2015	1/4/2020	Common Stock	160000	$0.00	0	D
Stock Appreciation Rights	$11.47	9/13/2018		M ⁽⁴⁾ ⁽¹⁴⁾			60932	5/7/2013	5/7/2020	Common Stock	60932	$0.00	0	D
Stock Appreciation Rights	$26.65	9/13/2018		M ⁽⁵⁾ ⁽¹⁵⁾			83334	5/18/2014	5/18/2021	Common Stock	83334	$0.00	0	D
Stock Appreciation Rights	$22.40	9/13/2018		M ⁽⁶⁾ ⁽¹⁶⁾			158950	5/31/2015	5/31/2022	Common Stock	158950	$0.00	0	D
Stock Appreciation Rights	$39.79	9/13/2018		M ⁽⁷⁾ ⁽¹⁷⁾			90798	6/21/2016	12/19/2023	Common Stock	90798	$0.00	0	D
Stock Appreciation Rights	$29.99	9/13/2018		M ⁽⁸⁾ ⁽¹⁸⁾			115472	4/30/2017	4/30/2024	Common Stock	115472	$0.00	0	D
Stock Appreciation Rights	$15.22	9/13/2018		M ⁽⁹⁾ ⁽¹⁹⁾			179444	3/2/2018	3/2/2025	Common Stock	179444	$0.00	0	D
Stock Appreciation Rights	$23.90	9/13/2018		M ⁽¹⁰⁾ ⁽²⁰⁾			100000	5/7/2018	5/7/2025	Common Stock	100000	$0.00	0	D

Explanation of Responses:
(1)	The reporting person received 44,460 shares of common stock upon the net exercise of 100,000 stock appreciation rights ("SARS"). The reporting person forfeited 6,102 shares of common stock underlying the SARS in payment of the exercise price and 49,438 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(2)	On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 32,397 additional shares of common stock.
(3)	The reporting person received 61,753 shares of common stock upon the net exercise of 160,000 SARS. The reporting person forfeited 29,580 shares of common stock underlying the SARS in payment of the exercise price and 68,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(4)	The reporting person received 22,930 shares of common stock upon the net exercise of 60,932 SARS. The reporting person forfeited 12,505 shares of common stock underlying the SARS in payment of the exercise price and 25,497 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(5)	The reporting person received 20,646 shares of common stock upon the net exercise of 83,334 SARS. The reporting person forfeited 39,729 shares of common stock underlying the SARS in payment of the exercise price and 22,959 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(6)	The reporting person received 45,105 shares of common stock upon the net exercise of 158,950 SARS. The reporting person forfeited 63,691 shares of common stock underlying the SARS in payment of the exercise price and 50,154 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(7)	The reporting person received 12,382 shares of common stock upon the net exercise of 90,798 SARS. The reporting person forfeited 64,643 shares of common stock underlying the SARS in payment of the exercise price and 13,773 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(8)	The reporting person received 25,333 shares of common stock upon the net exercise of 115,472 SARS. The reporting person forfeited 61,964 shares of common stock underlying the SARS in payment of the exercise price and 28,175 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(9)	The reporting person received 61,824 shares of common stock upon the net exercise of 179,444 SARS. The reporting person forfeited 48,869 shares of common stock underlying the SARS in payment of the exercise price and 68,751 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(10)	The reporting person received 27,098 shares of common stock upon the net exercise of 100,000 SARS. The reporting person forfeited 42,764 shares of common stock underlying the SARS in payment of the exercise price and 30,138 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
(11)	On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5,050 additional shares of common stock.
(12)	These SARS were previously reported as covering 75,000 shares at an exercise price of $6.81 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(13)	These SARS were previously reported as covering 80,000 shares at an exercise price of $20.665 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(14)	These SARS were previously reported as covering 38,082 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(15)	These SARS were previously reported as covering 41,667 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(16)	These SARS were previously reported as covering 79,475 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(17)	These SARS were previously reported as covering 45,399 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(18)	These SARS were previously reported as covering 57,736 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(19)	These SARS were previously reported as covering 89,722 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
(20)	These SARS were previously reported as covering 50,000 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DeSimone John 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES, CA 90015			Co-President

Signatures
/s/ Henry Wang, Attorney-in-Fact for John DeSimone		9/14/2018
^** 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).
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