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: Cuesta Patricio (SVP/Managing Director SAM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Common Stock	S	908	$106.12	Disposed	2641	Direct
2011-05-09	Common Stock	M	140	$38.96	Acquired	2781	Direct
2011-05-09	Common Stock	D	84	$106.15	Disposed	2697	Direct
2011-05-09	Common Stock	M	1203	$13.64	Acquired	3900	Direct
2011-05-09	Common Stock	D	522	$106.15	Disposed	3378	Direct
2011-05-09	Common Stock	M	1400	$13.64	Acquired	4778	Direct
2011-05-09	Common Stock	D	608	$106.15	Disposed	4170	Direct
2011-05-09	Common Stock	M	2478	$45.88	Acquired	6648	Direct
2011-05-09	Common Stock	D	1565	$106.15	Disposed	5083	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-09	Stock Appreciation Rights	$38.96	M	140	Disposed	2016-11-30	Common Stock (140)	Direct
2011-05-09	Stock Appreciation Rights	$13.64	M	1203	Disposed	2019-02-27	Common Stock (1203)	Direct
2011-05-09	Stock Appreciation Rights	$13.64	M	1400	Disposed	2019-02-27	Common Stock (1400)	Direct
2011-05-09	Stock Appreciation Rights	$45.88	M	2478	Disposed	2020-05-07	Common Stock (2478)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $106.11 to $106.13. The price reported above reflects the weighted average sale price. 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.

F2: This award of stock appreciation rights has vested and will in 5% increments commencing on December 31, 2006 and on the last day of the nineteen subsequent calendar quarters.

F3: This award of stock appreciation rights has vested or will vest in increments of 20%, 20% and 60% on each of the first three anniversaries, respectively, of the grant date of February 27, 2009.

F4: This award of stock appreciation rights has vested or will vest in increments of 20%, 20% and 60% on each of the first three anniversaries, respectively, of the grant date of May 7, 2010.