Sec Form 3 Filing - Montesino Ibelis @ HERBALIFE LTD. - 2025-05-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Montesino Ibelis
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
MD, North America
(Last) (First) (Middle)
800 W. OLYMPIC BLVD., SUITE 406
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2025
(Street)
LOS ANGELES, CA90015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 33,499 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 $ 13.6 ( 2 ) 05/04/2033 Common Stock 80,049 D
Stock Appreciation Rights $ 18.61 ( 3 ) 08/04/2033 Common Stock 30,068 D
Stock Appreciation Rights $ 9.58 ( 4 ) 05/03/2034 Common Stock 151,821 D
Stock Appreciation Rights $ 8.31 ( 5 ) 02/21/2035 Common Stock 55,309 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Montesino Ibelis
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA90015
MD, North America
Signatures
/s/ Alaaeddine Sahibi, as Attorney-In-Fact for Ibelis Montesino 05/12/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Balance includes 33,058 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 14,236 were granted on November 2, 2022, of which 40% has vested, and 60% will vest on November 2, 2025; 11,948 were granted on May 4, 2023, of which 2/3 have vested, and 1/3 will vest on May 4, 2026; 4,701 were granted on August 4, 2023, of which 1/3 has vested, 1/3 will vest on August 3, 2025, and 1/3 will vest on August 3, 2026; 26,096 were granted on May 3, 2024, of which 1/3 has vested, 1/3 will vest on May 3, 2026, and 1/3 will vest on May 3, 2027. All RSU vestings are subject to continued service through each applicable date.
( 2 )On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights ("SARs") that vests in 1/3 increments on the annual anniversary of the date of grant.
( 3 )On August 4, 2023, the reporting person was granted 30,068 SARs which vests in 1/3 increments on the annual anniversary of the date of grant.
( 4 )On May 3, 2024, the reporting person was granted 151,821 SARs which vests in 1/3 increments on the annual anniversary of the date of grant.
( 5 )On February 21, 2025, the reporting person was granted 55,309 SARs which vests in 1/3 increments on the annual anniversary of the date of grant.

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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