Filing Details

Accession Number:
0000919574-22-006219
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-11-03 21:31:52
Reporting Period:
2022-11-01
Accepted Time:
2022-11-03 21:31:52
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1180262 Herbalife Nutrition Ltd. HLF Wholesale-Drugs, Proprietaries & Druggists' Sundries (5122) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1599383 Windacre Partnership Llc 2200 Post Oak Boulevard
Suite 1580
Houston TX 77056
No No Yes No
1893648 Wapgp Llc C/O Windacre Partnership Llc
2200 Post Oak Blvd., Suite 1580
Houston TX 77056
No No Yes No
1893660 Snehal Amin C/O Windacre Partnership Llc
2200 Post Oak Blvd., Suite 1580
Houston TX 77056
No No Yes No
1893715 Windacre Partnership Master Fund, Lp 2200 Post Oak Blvd.
Suite 1580
Houston TX 77056
No No Yes No
1893721 Windacre General Partner Lp C/O Windacre Partnership Llc
2200 Post Oak Blvd., Suite 1580
Houston TX 77056
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Shares Disposition 2022-11-02 205,000 $17.56 9,778,500 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Shares Total Return Swap Acquisiton 2022-11-01 355,000 $21.16 355,000 $0.00
Common Shares Total Return Swap Acquisiton 2022-11-02 205,000 $17.56 205,000 $0.00
Common Shares Total Return Swap Acquisiton 2022-11-02 340,000 $19.36 340,000 $0.00
Common Shares Total Return Swap Acquisiton 2022-11-02 25,000 $20.31 25,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
5,194,200 Yes 4 P Direct
5,399,200 Yes 4 P Direct
5,739,200 Yes 4 P Direct
5,764,200 Yes 4 P Direct
Footnotes
  1. The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 5,764,200 notional shares of HLF ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
  2. The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.
  3. This transaction was executed in multiple trades at prices ranging from $20.88 to $21.38. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  4. This transaction was executed in multiple trades at prices ranging from $18.88 to $19.72. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  5. This transaction was executed in multiple trades at prices ranging from $20.15 to $20.72. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.