HERBALIFE LTD. — Director's Dealing 2010

Oct 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-10-01

Reporting Person: RAHN WILLIAM (SVP / Mg Dir. - Asia Pacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-01	Common Stock	S	3221	$60.48	Disposed	3780	Direct
2010-10-01	Common Stock	M	5802	$40.25	Acquired	9582	Direct
2010-10-01	Common Stock	D	4545	$60.84	Disposed	5037	Direct
2010-10-01	Common Stock	M	1200	$30.97	Acquired	6237	Direct
2010-10-01	Common Stock	D	823	$60.84	Disposed	5414	Direct
2010-10-01	Common Stock	M	2240	$32.79	Acquired	7654	Direct
2010-10-01	Common Stock	D	1580	$60.84	Disposed	6074	Direct
2010-10-01	Common Stock	M	4000	$43.13	Acquired	10074	Direct
2010-10-01	Common Stock	D	3255	$60.84	Disposed	6819	Direct
2010-10-04	Common Stock	S	3039	$60.84	Disposed	3780	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-01	Stock Appreciation Rights	$40.25	M	5802	Disposed	2017-05-29	Common Stock (5802)	Direct
2010-10-01	Stock Appreciation Rights	$30.97	M	1200	Disposed	2016-08-23	Common Stock (1200)	Direct
2010-10-01	Stock Appreciation Rights	$32.79	M	2240	Disposed	2016-03-23	Common Stock (2240)	Direct
2010-10-01	Stock Appreciation Rights	$43.13	M	4000	Disposed	2018-02-28	Common Stock (4000)	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 November 11, 2009.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 29, 2008, 20% vested May 29, 2009 and the remaining 60% vested on May 29, 2010.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on September 30, 2006 and on the last day of each subsequent calendar quarter until June 30, 2011.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on March 31, 2006 and on the last day of each subsequent calendar quarter until December 31, 2010.

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