HERBALIFE LTD. — Director's Dealing 2010

Jul 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-07-09

Reporting Person: Fernandez Calero Miguel Angel (SVP/Managing Director Mexico)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-09	Common Stock	S	1246	$48.00	Disposed	7295	Direct
2010-07-09	Common Stock	M	2520	$41.87	Acquired	9815	Direct
2010-07-09	Common Stock	D	2275	$48.64	Disposed	7540	Direct
2010-07-09	Common Stock	M	1100	$43.13	Acquired	8640	Direct
2010-07-09	Common Stock	D	1013	$48.64	Disposed	7627	Direct
2010-07-09	Common Stock	M	1860	$13.64	Acquired	9487	Direct
2010-07-09	Common Stock	D	924	$48.64	Disposed	8563	Direct
2010-07-12	Common Stock	S	1268	$48.64	Disposed	7295	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-09	Stock Appreciation Rights	$41.87	M	2520	Disposed	2017-11-30	Common Stock (2520)	Direct
2010-07-09	Stock Appreciation Rights	$43.13	M	1100	Disposed	2018-02-28	Common Stock (1100)	Direct
2010-07-09	Stock Appreciation Rights	$13.84	M	1860	Disposed	2019-02-27	Common Stock (1860)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2010.

F2: This transaction was executed in multiple trades at prices ranging from $48.63 to $48.69. 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.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested November 30, 2008, 20% vested November 30, 2009 and the remaining 60% will vest on November 30, 2010.

F4: 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.

F5: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% will vest on February 27, 2011 and the remaining 60% will vest February 27, 2012.