HERBALIFE LTD. — Director's Dealing 2010

Jun 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-05-28

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-28	Common Stock	A	50	$0.00	Acquired	12937	Direct
2010-05-29	Common Stock	F	82	$45.15	Disposed	12855	Direct
2010-05-28	Common Stock	A	3	$0.00	Acquired	616	Indirect
2010-05-29	Common Stock	F	65	$45.15	Disposed	551	Indirect

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: Pursuant to the Issuer's 2005 Stock Incentive Plan, 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 due to a recent vesting of restricted stock units held by the Reporting Person. No investment decision was made by the Reporting Person and the Reporting Person is incapable of determining the timing of the withholding.