HERBALIFE LTD. — Director's Dealing 2010

Jul 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-07-15

Reporting Person: CHAPMAN BRETT (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-15	Common Stock	M	45833	$15.50	Acquired	98758	Direct
2010-07-15	Common Stock	M	37500	$15.00	Acquired	136258	Direct
2010-07-15	Common Stock	S	83300	$50.00	Disposed	52958	Direct
2010-07-15	Common Stock	S	33	$50.01	Disposed	52925	Direct
2010-07-15	Common Stock	M	28350	$32.79	Acquired	81275	Direct
2010-07-15	Common Stock	D	22795	$50.06	Disposed	58480	Direct
2010-07-15	Common Stock	M	26083	$40.25	Acquired	84563	Direct
2010-07-15	Common Stock	D	23358	$50.06	Disposed	61205	Direct
2010-07-15	Common Stock	M	8878	$43.13	Acquired	70083	Direct
2010-07-15	Common Stock	D	8223	$50.06	Disposed	61860	Direct
2010-07-15	Common Stock	M	4439	$13.64	Acquired	66299	Direct
2010-07-15	Common Stock	D	2718	$50.06	Disposed	63581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-15	Non-Qualified Stock Option (Right to Buy)	$15.50	M	45833	Disposed	2014-12-01	Common Stock (45833)	Direct
2010-07-15	Non-Qualified Stock Option (Right to Buy)	$15.00	M	37500	Disposed	2015-04-27	Common Stock (37500)	Direct
2010-07-15	Stock Appreciation Rights	$32.79	M	28350	Disposed	2016-03-23	Common Stock (28350)	Direct
2010-07-15	Stock Appreciation Rights	$40.25	M	26083	Disposed	2017-05-29	Common Stock (26083)	Direct
2010-07-15	Stock Appreciation Rights	$43.13	M	8878	Disposed	2018-02-28	Common Stock (8878)	Direct
2010-07-15	Stock Appreciation Rights	$13.64	M	4439	Disposed	2019-02-27	Common Stock (4439)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

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 May 25, 2010.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F3: These options were fully vested and exercisable as of December 1, 2007.

F4: These options were fully vested and exercisable as of April 27, 2008.

F5: This award of stock appreciation rights vests in increments of 1,575 at the end of each calendar quarter from March 31, 2006 through December 31, 2010.

F6: This award of stock appreciation rights was fully vested and exercisable as of May 29, 2010.

F7: This award of stock appreciation rights vests in increments of 20%, 20% and 60% on each of February 28, 2009, February 28, 2010, and February 28, 2011, respectively.

F8: This award of stock appreciation rights vests in increments of 20%, 20% and 60% on each of February 27, 2010, February 27, 2011, and February 27, 2012, respectively.