HERBALIFE LTD. — Director's Dealing 2010

Dec 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-12-01

Reporting Person: Cuesta Patricio (SVP/Managing Director SAM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-01	Common Stock	S	1238	$69.25	Disposed	3335	Direct
2010-12-01	Common Stock	M	630	$38.96	Acquired	3965	Direct
2010-12-01	Common Stock	D	452	$69.23	Disposed	3513	Direct
2010-12-01	Common Stock	M	1232	$40.25	Acquired	4745	Direct
2010-12-01	Common Stock	D	898	$69.23	Disposed	3847	Direct
2010-12-01	Common Stock	M	2400	$40.28	Acquired	6247	Direct
2010-12-01	Common Stock	D	1749	$69.23	Disposed	4498	Direct
2010-12-01	Common Stock	M	1000	$43.13	Acquired	5498	Direct
2010-12-01	Common Stock	D	755	$69.23	Disposed	4743	Direct
2010-12-01	Common Stock	M	1202	$13.64	Acquired	5945	Direct
2010-12-01	Common Stock	D	575	$69.23	Disposed	5370	Direct
2010-12-01	Common Stock	M	1400	$13.64	Acquired	6770	Direct
2010-12-01	Common Stock	D	670	$69.23	Disposed	6100	Direct
2010-12-03	Common Stock	S	2765	$70.77	Disposed	3335	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-01	Stock Appreciation Rights	$38.96	M	630	Disposed	2016-11-30	Common Stock (630)	Direct
2010-12-01	Stock Appreciation Rights	$40.25	M	1232	Disposed	2017-05-29	Common Stock (1232)	Direct
2010-12-01	Stock Appreciation Rights	$40.28	M	2400	Disposed	2017-12-31	Common Stock (2400)	Direct
2010-12-01	Stock Appreciation Rights	$43.13	M	1000	Disposed	2018-02-28	Common Stock (1000)	Direct
2010-12-01	Stock Appreciation Rights	$13.64	M	1202	Disposed	2019-02-27	Common Stock (1202)	Direct
2010-12-01	Stock Appreciation Rights	$13.64	M	1400	Disposed	2019-02-27	Common Stock (1400)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $70.75 to $70.78. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which all were vested by November 30, 2009.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which all were vested by May 29, 2010.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested December 31, 2008, 20% vested December 31, 2009 and the remaining 60% will vest on December 31, 2010.

F5: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 28, 2009, 20% vested February 28, 2010 and the remaining 60% will vest February 28, 2011.

F6: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% will vest February 27, 2011 and the remaining 60% will vest February 27, 2012.