HERBALIFE LTD. — Director's Dealing 2010

Dec 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-12-08

Reporting Person: GOUDIS RICHARD (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-08	Common Stock	M	75000	$15.00	Acquired	157048	Direct
2010-12-08	Common Stock	S	85000	$69.08	Disposed	72048	Direct
2010-12-08	Common Stock	M	29925	$32.79	Acquired	101973	Direct
2010-12-08	Common Stock	D	21547	$69.05	Disposed	80426	Direct
2010-12-08	Common Stock	M	26083	$40.25	Acquired	106509	Direct
2010-12-08	Common Stock	D	20284	$69.05	Disposed	86225	Direct
2010-12-08	Common Stock	M	8878	$43.13	Acquired	95103	Direct
2010-12-08	Common Stock	D	7102	$69.05	Disposed	88001	Direct
2010-12-08	Common Stock	M	2400	$43.83	Acquired	90401	Direct
2010-12-08	Common Stock	D	1934	$69.05	Disposed	88467	Direct
2010-12-08	Common Stock	M	4439	$13.64	Acquired	92906	Direct
2010-12-08	Common Stock	D	2540	$69.05	Disposed	90366	Direct
2010-12-09	Common Stock	S	18318	$69.14	Disposed	72048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-08	Non-Qualified Stock Option (Right to Buy)	$15.00	M	75000	Disposed	2015-04-27	Common Stock (75000)	Direct
2010-12-08	Stock Appreciation Rights	$32.79	M	29925	Disposed	2016-03-23	Common Stock (29925)	Direct
2010-12-08	Stock Appreciation Rights	$40.25	M	26083	Disposed	2017-05-29	Common Stock (26083)	Direct
2010-12-08	Stock Appreciation Rights	$43.13	M	8878	Disposed	2018-02-28	Common Stock (8878)	Direct
2010-12-08	Stock Appreciation Rights	$43.83	M	2400	Disposed	2018-08-04	Common Stock (2400)	Direct
2010-12-08	Stock Appreciation Rights	$13.64	M	4439	Disposed	2019-02-27	Common Stock (4439)	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 09, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $68.91 to $69.74. 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: This transaction was executed in multiple trades at prices ranging from $68.97 to $69.70. 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.

F4: Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested were fully vested on June 30, 2010.

F5: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on March 31, 2006 through March 30, 2011.

F6: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan which were fully vested on May 29, 2010.

F7: 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.

F8: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested August 4, 2009, 20% vested August 4, 2010 and the remaining 60% will vest August 4, 2011.

F9: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% will vest February 27, 2011 and the remaining 60% will vest February 27, 2012.