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
                                                                                  
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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 *

Mininberg Julien
2. Issuer Name and Ticker or Trading Symbol

HELEN OF TROY LTD [ HELE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

1 HELEN OF TROY PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

4/16/2020
(Street)

EL PASO, TX 79912
(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, Par Value $0.10 per share 4/16/2020  A  12188 (1)A$0 129765.4955 (2)D  
Common Stock, Par Value $0.10 per share 5/13/2020  F  5406 D$0 124359.4955 D  
Common Stock, Par Value $0.10 per share 4/16/2020  A  24378 (1)A$0 148737.4955 D  
Common Stock, Par Value $0.10 per share 5/13/2020  F  10812 D$0 137925.4955 D  
Common Stock, Par Value $0.10 per share 4/16/2020  A  12190 (1)A$0 150115.4955 D  
Common Stock, Par Value $0.10 per share 5/13/2020  F  5407 D$0 144708.4955 D  
Common Stock, Par Value $0.10 per share 5/15/2020  S  143 D$164.53 (3)144565.4955 D  
Common Stock, Par Value $0.10 per share 5/15/2020  S  509 D$165.66 (4)144219.3507 D  
Common Stock, Par Value $0.10 per share 5/15/2020  S  80 D$166.23 (5)144139.3507 D  
Common Stock, Par Value $0.10 per share 5/18/2020  S  1400 D$169 (6)142739.3507 D  
Common Stock, Par Value $0.10 per share 5/18/2020  S  2299 D$169.98 (7)140440.3507 D  
Common Stock, Par Value $0.10 per share 5/18/2020  S  1727 D$170.75 (8)138713.3507 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents restricted stock performance units that have vested and settled out in shares of common stock.
(2) Includes 162.8552 shares acquired under the Helen of Troy Limited 2018 Employee Stock Purchase Plan since the last form 4 filed by the reporting person.
(3) This transaction was executed in multiple trades at prices ranging from $163.97 to $164.90. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.
(4) This transaction was executed in multiple trades at prices ranging from $165.15 to $166.14. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.
(5) This transaction was executed in multiple trades at prices ranging from $166.16 to $166.26. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.
(6) This transaction was executed in multiple trades at prices ranging from $168.40 to $169.24. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.
(7) This transaction was executed in multiple trades at prices ranging from $169.47 to $170.44. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.
(8) This transaction was executed in multiple trades at prices ranging from $170.49 to $171.02. The price reported above reflects the weighted average sale price. These trades were effected pursuant to a 10b5-1 trading plan put in place on 1/16/2020. The reporting person hereby undertakes to provide upon request to the SEC staff, Helen of Troy Limited or a security holder of Helen of Troy Limited full information regarding the number of shares sold at each separate price within the range.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mininberg Julien
1 HELEN OF TROY PLAZA
EL PASO, TX 79912


Chief Executive Officer

Signatures
Tessa N. Judge as Attorney-In-Fact for Julien R. Mininberg5/18/2020
**Signature of Reporting PersonDate

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