HERBALIFE LTD. — Director's Dealing 2010

Sep 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-09-15

Reporting Person: Henig Yair Steve (Chief Scientific Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-15	Common Stock	S	1001	$58.63	Disposed	9776	Direct
2010-09-15	Common Stock	M	1181	$13.64	Acquired	10957	Direct
2010-09-15	Common Stock	D	698	$59.11	Disposed	10259	Direct
2010-09-15	Common Stock	M	15000	$32.79	Acquired	25259	Direct
2010-09-15	Common Stock	D	11439	$59.11	Disposed	13820	Direct
2010-09-16	Common Stock	S	4044	$58.68	Disposed	9776	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-15	Stock Appreciation Rights	$13.64	M	1181	Disposed	2019-02-27	Common Stock (1181)	Direct
2010-09-15	Stock Appreciation Rights	$32.79	M	15000	Disposed	2016-03-27	Common Stock (15000)	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 May 28, 2010.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on February 27, 2010, another 20% will vest on February 27, 2011 and the remaining 60% will vest on February 27, 2012.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on March 23, 2007, 20% vested on March 23, 2008 and the remaining 60% vested on March 7, 2009.