HERBALIFE LTD. — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-02-27

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-27	Common Stock	F	7032	$78.20	Disposed	359664	Direct
2011-02-28	Common Stock	F	7213	$78.41	Disposed	352451	Direct
2011-03-01	Common Stock	M	122061	$10.56	Acquired	474512	Direct
2011-03-01	Common Stock	S	42646	$75.25	Disposed	431866	Direct
2011-03-01	Common Stock	S	42200	$76.32	Disposed	389666	Direct
2011-03-01	Common Stock	S	5499	$76.99	Disposed	384167	Direct
2011-03-01	Common Stock	S	4901	$77.91	Disposed	379266	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Non-Qualified Stock Options (Right to Buy)	$10.56	M	122061	Disposed	2013-04-03	Common Stock (122061)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55000	Indirect
Common Stock	55000	Indirect
Common Stock	56561	Indirect

Footnotes

F1: 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.

F2: Sale made pursuant to a pre-existing 10b5-1(c) trading plan publicly disclosed by the Issuer on November 9, 2009, under the headline "Herbalife Chairman and CEO Implements Orderly Stock Trading Plan; Will Retain Half of Net Proceeds in Company Stock."

F3: This transaction was executed in multiple trades at prices ranging from $74.73 to $75.69. The price reported reflects the weighted average sale price of $75.25. 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: This transaction was executed in multiple trades at prices ranging from $75.73 to $76.71. The price reported reflects the weighted average sale price of $76.32. 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.

F5: This transaction was executed in multiple trades at prices ranging from $76.73 to $77.67. The price reported reflects the weighted average sale price of $76.99. 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.

F6: This transaction was executed in multiple trades at prices ranging from $77.73 to $77.93. The price reported reflects the weighted average sale price of $77.91. 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.

F7: These options were fully vested as of June 20, 2008.