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 * Wang Henry C	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) EVP, General Counsel
(Last)          (First)          (Middle) 800 W. OLYMPIC BLVD. SUITE 406	3. Date of Earliest Transaction (MM/DD/YYYY) 5/9/2018
(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	5/9/2018		M (1)		1506	A	$62.51	3388	D
Common Stock	5/9/2018		D (2)		847	D	$111.17	2541	D
Common Stock	5/9/2018		F (2)		327	D	$111.17	2214	D
Common Stock	5/11/2018		S (1)		332	D	$111.46	1882	D

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	$62.51	5/9/2018		M   (1)			1506	(3)	5/9/2026	Common Stock	1506	$0.00	4520	D

Explanation of Responses:
(1)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 25, 2017.
(2)	The reporting person received 332 shares of common stock upon the net exercise of 1,506 stock appreciation rights ("SARS"). The reporting person forfeited 847 shares of common stock underlying the SARS in payment of the exercise price and 327 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2018 of $111.17.
(3)	On May 9, 2016, the reporting person was granted 7,532 SARs. These SARs vested 20% on each of May 9, 2017 and May 9, 2018, and the remaining 60% will vest on May 9, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wang Henry C 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA 90015			EVP, General Counsel

Signatures
/s/ Eileen Uy, Attorney-in-Fact for Henry Wang		5/11/2018
** 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.
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