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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR 0 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number : 1-32381 Cayman Islands ( State or other jurisdiction of incorporation or organization ) Form 10 - K P.O. Box 309GT Ugland House , South Church Street Grand Cayman , Cayman Islands ( Address of principal executive offices ) Title of each class : Common Shares , par value $ 0.0005 per share HERBALIFE NUTRITION LTD . ( Exact name of registrant as specified in its charter ) □ □ to ( 213 ) 745-0500 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) : HLF Securities registered pursuant to Section 12 ( g ) of the Act : None 98-0377871 ( I.R.S. Employer Identification No. ) KY1-1106 ( Zip Code ) Name of each exchange on which registered : New York Stock Exchange No 区 No = Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company Non - accelerated filer Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No " Indicate by check mark whether registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes There were 117,916,776 common shares outstanding as of February 10 , 2021. The aggregate market value of the Registrant's common shares held by non - affiliates was approximately $ 2,795 million as of June 30 , 2020 , based upon the last reported sales price on the New York Stock Exchange on that date of $ 44.98 . For the purposes of this disclosure only , the registrant has assumed that its directors , executive officers , and the beneficial owners of 5 % or more of the registrant's outstanding common stock are the affiliates of the registrant . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant's fiscal year ended December 31 , 2020 , are incorporated by reference in Part III of this Annual Report on Form 10 - K .