HERBALIFE LTD. — Director's Dealing 2010

Dec 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-11-30

Reporting Person: DeSimone John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-30	Common Stock	A	110	$0.00	Acquired	39062	Direct
2010-11-30	Common Stock	S	7124	$68.84	Disposed	31938	Direct
2010-11-30	Common Stock	F	1692	$68.63	Disposed	30246	Direct
2010-11-30	Common Stock	M	30000	$41.87	Acquired	60246	Direct
2010-11-30	Common Stock	D	22884	$68.63	Disposed	37362	Direct
2010-11-30	Common Stock	M	4438	$43.13	Acquired	41800	Direct
2010-11-30	Common Stock	D	3560	$68.63	Disposed	38240	Direct
2010-11-30	Common Stock	M	8950	$13.64	Acquired	47190	Direct
2010-11-30	Common Stock	D	5127	$68.63	Disposed	42063	Direct
2010-12-01	Common Stock	S	13749	$69.20	Disposed	28314	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-30	Stock Appreciation Rights	$41.87	M	30000	Disposed	2017-11-30	Common Stock (30000)	Direct
2010-11-30	Stock Appreciation Rights	$43.13	M	4438	Disposed	2018-02-28	Common Stock (4438)	Direct
2010-11-30	Stock Appreciation Rights	$13.64	M	8950	Disposed	2019-02-27	Common Stock (8950)	Direct

Footnotes

F1: Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 4, 2010.

F3: Pursuant to the Issuer's 2005 Stock Incentive Plan and the terms of the related award agreement, shares of the Issuer's common stock are issued to the Reporting Person as his restricted stock units vest, with a portion of the newly issued shares automatically withheld by the Issuer to satisfy the resulting withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding of shares due to a recent vesting of restricted stock units held by the Reporting Person. The withholding of the newly issued shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested November 30, 2008, 20% vested November 30, 2009 and the remaining 60% vested on November 30, 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% will vest on February 28, 2011.

F6: 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 on February 27, 2012.