<SEC-DOCUMENT>0001209191-22-044003.txt : 20220802
<SEC-HEADER>0001209191-22-044003.hdr.sgml : 20220802
<ACCEPTANCE-DATETIME>20220802203925
ACCESSION NUMBER:		0001209191-22-044003
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220729
FILED AS OF DATE:		20220802
DATE AS OF CHANGE:		20220802

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Hienrich Edi
		CENTRAL INDEX KEY:			0001472187

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32381
		FILM NUMBER:		221130625

	MAIL ADDRESS:	
		STREET 1:		800 W. OLYMPIC BLVD., SUITE 406
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90015

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HERBALIFE NUTRITION LTD.
		CENTRAL INDEX KEY:			0001180262
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 309GT
		STREET 2:		UGLAND HOUSE, SOUTH CHURCH STREET
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			00000
		BUSINESS PHONE:		310 410 9600

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 309GT
		STREET 2:		UGLAND HOUSE, SOUTH CHURCH STREET
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HERBALIFE LTD.
		DATE OF NAME CHANGE:	20041214

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WH HOLDINGS CAYMAN ISLANDS LTD
		DATE OF NAME CHANGE:	20020814
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-07-29</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001180262</issuerCik>
        <issuerName>HERBALIFE NUTRITION LTD.</issuerName>
        <issuerTradingSymbol>HLF</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001472187</rptOwnerCik>
            <rptOwnerName>Hienrich Edi</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>800 W. OLYMPIC BLVD., SUITE 406</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>LOS ANGELES</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90015</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Regional Pres. EMEA &amp; India</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>41207</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>20202</value>
                    <footnoteId id="F2"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By wife</value>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>15.22</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2025-03-02</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>39152</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>28.595</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-02-27</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>35310</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>28.595</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-02-27</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>7414</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By wife</value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Balance includes 29,852 unvested restricted stock units (&quot;RSUs&quot;) previously granted to the Reporting Person, of which: 7,926 RSUs will vest on February 20, 2023; 2,069 will vest on February 19, 2023 and 6,207 will vest on February 19, 2024; and 2,730 will vest on February 25, 2023, 2,730 will vest on February 25, 2024 and 8,190 will vest on February 25, 2025. Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date.</footnote>
        <footnote id="F2">Balance includes 13,732 unvested RSUs previously granted to the Reporting Person's wife, of which: 3,646 RSUs will vest on February 20, 2023; 952 will vest on February 19, 2023 and 2,855 will vest on February 19, 2024; and 1,255 will vest on February 25, 2023, 1,256 will vest on February 25, 2024 and 3,768 will vest on February 25, 2025.  Each of the aforementioned grants are subject to the following vesting schedule: 20% on the first and second anniversaries of the grant date and 60% on the third anniversary of the grant date. All RSU vestings are subject to continued service through each applicable date.</footnote>
        <footnote id="F3">These stock appreciation rights were fully vested as of March 2, 2018.</footnote>
        <footnote id="F4">These stock appreciation rights were fully vested as of February 27, 2020.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>Lisa Kwon, as Attorney-In-Fact for Edi Hienrich</signatureName>
        <signatureDate>2022-08-02</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
EDI HIENRICH
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

The undersigned, EDI HIENRICH, hereby makes, constitutes and appoints each of
Lisa H. Kwon and Jenna N. Lo, or either of them acting singly, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

       (1) prepare, execute, acknowledge, deliver and file the Form ID to be
filed with the United States Securities and Exchange Commission (the"SEC"),
including amendments thereto, and any other documents necessary or appropriate
to obtain a (i) Central Index Key Code, (ii) CIK Confirmation Code, (iii)
Password, (iv) Password Modification Code or (v) any other codes, passwords and
passphrases as are required or appropriate to permit the undersigned to make
electronic filings with the SEC;

      (2)  prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Herbalife
Nutrition Ltd., a Cayman Islands exempted company with limited liability (the
"Company"), required to be filed with or submitted to the SEC, any national
securities exchange or similar authority and the Company pursuant to Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act"), and
any other forms or reports the undersigned may be required to file in connection
with the undersigned's ownership, acquisition, or disposition of securities of
the Company;

      (3)  seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers and employee benefit plan administrators
and trustees, and the undersigned hereby authorizes and approves any such
release of information; and

      (4)  perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.

      The undersigned acknowledges that:

      (1)  this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;

      (2)  any documents prepared and/or executed by either such attorney-in-
fact on behalf of the undersigned pursuant to this

Limited Power of Attorney will be in such form and will contain such information
and disclosure as such attorney-in-fact, in his or her discretion, deems
necessary or desirable;

      (3)  neither the Company nor either such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to

comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and

      (4)  this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the

undersigned's obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants each of the foregoing attorneys-
in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms

3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 1st day of August, 2022.


                           /s/ Edi Hienrich
                           --------------------
                            EDI HIENRICH


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
