HERBALIFE LTD. — Director's Dealing 2010

Aug 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-08-13

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-13	Common Stock	S	1542	$55.08	Disposed	11313	Direct
2010-08-13	Common Stock	M	2604	$32.79	Acquired	13917	Direct
2010-08-13	Common Stock	M	4410	$40.25	Acquired	18327	Direct
2010-08-13	Common Stock	M	1160	$43.13	Acquired	19487	Direct
2010-08-13	Common Stock	D	1940	$54.55	Disposed	17547	Direct
2010-08-13	Common Stock	D	3670	$54.55	Disposed	13877	Direct
2010-08-13	Common Stock	D	1006	$54.55	Disposed	12871	Direct
2010-08-16	Common Stock	M	800	$15.00	Acquired	13671	Direct
2010-08-16	Common Stock	S	800	$55.00	Disposed	12871	Direct
2010-08-17	Common Stock	S	1558	$57.00	Disposed	11223	Direct
2010-08-13	Common Stock	M	3906	$32.79	Acquired	6326	Indirect
2010-08-13	Common Stock	M	3500	$40.25	Acquired	9826	Indirect
2010-08-13	Common Stock	M	5000	$40.98	Acquired	14826	Indirect
2010-08-13	Common Stock	M	1200	$43.13	Acquired	16026	Indirect
2010-08-13	Common Stock	D	2909	$54.55	Disposed	13117	Indirect
2010-08-13	Common Stock	D	2913	$54.55	Disposed	10204	Indirect
2010-08-13	Common Stock	D	4205	$54.55	Disposed	5999	Indirect
2010-08-13	Common Stock	D	1040	$54.55	Disposed	4959	Indirect
2010-08-13	Common Stock	S	1403	$55.00	Disposed	3556	Indirect
2010-08-17	Common Stock	S	2539	$57.35	Disposed	1017	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-13	Stock Appreciation Rights	$32.79	M	2604	Disposed	2016-03-23	Common Stock (2604)	Direct
2010-08-13	Stock Appreciation Rights	$40.25	M	4410	Disposed	2017-05-29	Common Stock (4410)	Direct
2010-08-13	Stock Appreciation Rights	$43.13	M	1160	Disposed	2018-02-28	Common Stock (1160)	Direct
2010-08-13	Stock Appreciation Rights	$32.79	M	3906	Disposed	2016-03-23	Common Stock (3906)	Indirect
2010-08-13	Stock Appreciation Rights	$40.25	M	3500	Disposed	2017-05-29	Common Stock (3500)	Indirect
2010-08-13	Stock Appreciation Rights	$40.98	M	5000	Disposed	2017-07-31	Common Stock (5000)	Indirect
2010-08-13	Stock Appreciation Rights	$43.13	M	1200	Disposed	2018-02-28	Common Stock (1200)	Indirect
2010-08-16	Non-Qualified Stock Option (Right to Buy)	$15.00	M	800	Disposed	2015-04-27	Common Stock (800)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $55.07 to $55.13. The price reported 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: This transaction was executed in multiple trades at prices ranging from $57.35 to $57.36. The price reported 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: These stock appreciation rights vest in 5% increments on each of March 31, 2006 and the last day of each subsequent calendar quarter thereafter until fully vested on December 31, 2010.

F4: These stock appreciation rights vested as to 20% on May 29, 2008, as to 20% on May 29, 2009, and as to the remaining 60% on May 29, 2010.

F5: These stock appreciation rights vested as to 20% on February 28, 2009 and as to 20% on February 28, 2010, and will vest as to the remaining 60% on February 28, 2011.

F6: These stock appreciation rights vested as to 20% on July 31, 2008, as to 20% on July 31, 2009, and as to the remaining 60% on July 31, 2010.

F7: These stock appreciation vested in 5% increments on each of June 30, 2005 and the last day of the nineteen subsequent calendar quarters until fully vested on June 30, 2010.