HERBALIFE LTD. — Director's Dealing 2010

Aug 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-08-05

Reporting Person: PEZZULLO DAVID (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-05	Common Stock	M	8000	$15.00	Acquired	36635	Direct
2010-08-05	Common Stock	M	12500	$9.00	Acquired	49135	Direct
2010-08-05	Common Stock	S	20500	$55.67	Disposed	28635	Direct
2010-08-05	Common Stock	S	2627	$55.85	Disposed	26008	Direct
2010-08-05	Common Stock	M	2950	$13.64	Acquired	28958	Direct
2010-08-05	Common Stock	D	1767	$55.15	Disposed	27191	Direct
2010-08-09	Common Stock	S	1183	$57.19	Disposed	26155	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-05	Stock Appreciation Rights	$13.64	M	2950	Disposed	2020-02-28	Common Stock (2950)	Direct
2010-08-05	Non-Qualified Stock Options (Right to Buy)	$15.00	M	8000	Disposed	2014-08-03	Common Stock (8000)	Direct
2010-08-05	Non-Qualified Stock Options (Right to Buy)	$9.00	M	12500	Disposed	2015-04-27	Common Stock (12500)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $55.40 to $55.93. 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 $55.75 to $56.02. 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: Includes 147 shares purchased on July 13, 2010 under the issuer's Employee Stock Purchase Plan.

F4: Consists of Stock Appreciation Rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 02/28/2010, 20% will vest on 02/28/2011 and the remaining 60% will vest on 02/28/2012.

F5: Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested quarterly in 5% increments from 09/30/2004 until 09/30/2009.

F6: Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested quarterly in 5% increments from 06/30/2005 until 06/30/2009.