HERBALIFE LTD. — Director's Dealing 2010

Sep 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-09-08

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-08	Common Stock	G	25259	$0.00	Disposed	424369	Direct
2010-09-08	Common Stock	G	25259	$0.00	Acquired	449628	Direct
2010-09-08	Common Stock	G	55000	$0.00	Disposed	339628	Direct
2010-09-08	Common Stock	G	55000	$0.00	Acquired	55000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55000	Indirect
Common Stock	56561	Indirect

Footnotes

F1: This transaction is voluntarily filed to reflect the contribution by the reporting person of 25,259 shares of Herbalife's common stock to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F2: On September 8, 2010, the reporting person and his spouse entered into a transmutation agreement pursuant to which the reporting person and his spouse agreed that 55,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of his spouse and 55,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person. Concurrently with the entry into this agreement, the reporting person's spouse contributed such shares to a grantor retained annuity trust for which she is the sole beneficiary and the initial trustee. Accordingly, such shares are now reported as indirectly owned by the reporting person through his spouse's grantor retained annuity trust.

F3: The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 55,000 shares to reflect the contribution by the reporting person on September 8, 2010, of 55,000 shares of Herbalife common stock to a grantor retained annuity trust, the Michael O. Johnson Annuity Trust 2010, for which the reporting person is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through his grantor retained annuity trust. These 55,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person pursuant to the transmutation agreement referred to in footnote one.

F4: The reporting person's spouse is the sole beneficiary and initial trustee of her grantor retained annuity trust.

F5: The reporting person is the sole beneficiary and the initial trustee of the Michael O. Johnson Annuity Trust 2010.