HERBALIFE LTD. — Director's Dealing 2011

Dec 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-12-01

Reporting Person: Fleming Ibelis (SVP/Managing Dir North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	M	734	$19.48	Acquired	10356	Direct
2011-12-01	Common Stock	M	1218	$22.94	Acquired	11574	Direct
2011-12-01	Common Stock	D	1196	$55.90	Disposed	10378	Direct
2011-12-05	Common Stock	S	756	$56.67	Disposed	9622	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-01	Stock Appreciation Rights	$19.48	M	734	Disposed	2016-11-30	Common Stock (734)	Direct
2011-12-01	Stock Appreciation Rights	$22.94	M	1218	Disposed	2020-05-07	Common Stock (1218)	Direct

Footnotes

F1: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested November 30, 2007, 20% vested November 30, 2008 and the remaining 60% vested November 30, 2009.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 7, 2011, 20% will vest May 7, 2012, and the remaining 60% will vest May 7, 2013.