HERBALIFE LTD. — Director's Dealing 2011

Apr 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-04-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-11	Common Stock	S	488	$82.97	Disposed	5172	Direct
2011-04-11	Common Stock	M	2083	$38.96	Acquired	7255	Direct
2011-04-11	Common Stock	D	1378	$83.86	Disposed	5877	Direct
2011-04-11	Common Stock	M	2450	$40.25	Acquired	8327	Direct
2011-04-11	Common Stock	D	1644	$83.86	Disposed	6683	Direct
2011-04-11	Common Stock	M	1000	$43.13	Acquired	7683	Direct
2011-04-11	Common Stock	D	694	$83.86	Disposed	6989	Direct
2011-04-11	Common Stock	M	1200	$39.52	Acquired	8189	Direct
2011-04-11	Common Stock	D	799	$83.86	Disposed	7390	Direct
2011-04-11	Common Stock	M	1300	$13.64	Acquired	8690	Direct
2011-04-11	Common Stock	D	612	$83.86	Disposed	8078	Direct
2011-04-12	Common Stock	S	2906	$82.89	Disposed	5172	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-11	Stock Appreciation Rights (Right to Buy)	$38.96	M	2083	Disposed	2016-11-30	Common Stock (2083)	Direct
2011-04-11	Stock Appreciation Rights (Right to Buy)	$40.25	M	2450	Disposed	2017-05-29	Common Stock (2450)	Direct
2011-04-11	Stock Appreciation Rights (Right to Buy)	$43.13	M	1000	Disposed	2018-02-28	Common Stock (1000)	Direct
2011-04-11	Stock Appreciation Rights (Right to Buy)	$39.52	M	1200	Disposed	2018-09-30	Common Stock (1200)	Direct
2011-04-11	Stock Appreciation Rights (Right to Buy)	$13.64	M	1300	Disposed	2019-02-27	Common Stock (1300)	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 March 11, 2011.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which vest in 5% increments comencing on December 31, 2006 and on the last day of each subsequent calendar quarter until fully vested.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 29, 2008, 20% vested May 29, 2009 and the remaining 60% vested May 29, 2010.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 28, 2009, 20% vested February 28, 2010 and the remaining 60% vested February 28, 2011.

F5: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested September 30, 2009, 20% vested September 30, 2010, and the remaining 60% will vest September 30, 2011.

F6: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% vested February 27, 2011 and the remaining 60% will vest February 27, 2012.