HERBALIFE LTD. — Director's Dealing 2010

Jun 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-06-01

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-01	Common Stock	M	122062	$10.56	Acquired	520620	Direct
2010-06-01	Common Stock	S	97231	$44.84	Disposed	423389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-01	Non-Qualified Stock Option (Right To Buy)	$10.56	M	122062	Disposed	2013-04-03	Common Shares (122062)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56561	Indirect

Footnotes

F1: Sale made pursuant to a pre-existing 10b5-1(c) trading plan publicly disclosed by the Issuer on November 9, 2009, under the headline "Herbalife Chairman and CEO Implements Orderly Stock Trading Plan; Will Retain Half of Net Proceeds in Company Stock."

F2: This transaction was executed in multiple trades at prices ranging from $44.50 to $45.08. 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 Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. These options were fully vested on June 30, 2008.