HERBALIFE LTD. — Director's Dealing 2011

Oct 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-30	Common Stock	F	275	$0.00	Disposed	10088	Direct
2011-09-30	Common Stock	M	3600	$19.76	Acquired	13688	Direct
2011-09-30	Common Stock	D	2162	$53.60	Disposed	11526	Direct
2011-10-03	Common Stock	S	1911	$53.00	Disposed	9615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Stock Appreciation Rights	$19.76	M	3600	Disposed	2018-09-30	Common Stock (3600)	Direct

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 her 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: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2011.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, all of which were vested as of September 30, 2011.

F4: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 1,800 additional stock appreciation rights with regard to this award.