JOHNSON MICHAEL 4
4 · HERBALIFE LTD. · Filed Feb 21, 2024
Insider Transaction Report
Form 4
JOHNSON MICHAEL
DirectorOther
Transactions
- Purchase
Common Stock
2024-02-16$8.07/sh+61,725$498,300→ 603,707 total - Award
Stock Appreciation Rights
2024-02-16+982,800→ 982,800 totalExercise: $8.07Exp: 2034-02-16→ Common Stock (982,800 underlying) - Award
Common Stock
2024-02-16+495,662→ 1,099,369 total - Tax Payment
Common Stock
2024-02-16$8.07/sh−30,351$244,933→ 1,153,857 total - Award
Common Stock
2024-02-16+84,839→ 1,184,208 total
Footnotes (5)
- [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.