HERBALIFE LTD. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-05-09

Reporting Person: RAHN WILLIAM (SVP / Mg Dir. - Asia Pacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Common Stock	M	2478	$45.88	Acquired	5346	Direct
2011-05-09	Common Stock	D	1585	$106.15	Disposed	3761	Direct
2011-05-10	Common Stock	S	893	$106.50	Disposed	2868	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-09	Stock Appreciation Rights	$45.88	M	2478	Disposed	2020-05-07	Common Stock (2478)	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 August 31, 2010.

F2: These stock appreciation rights derive from an award that vests as to 20%, 20% and 60% of the rights subject to the award on each of the first three anniversaries of the grant date of 05/07/2010, respectively.