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HERBALIFE LTD. Director's Dealing 2011

May 20, 2011

32337_dirs_2011-05-20_b24b02b5-8d98-46cd-aee9-d6b85ea2fcc5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-05-18

Reporting Person: Cuesta Patricio (SVP/Managing Director SAM)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-19 Common Stock S 3000 $52.48 Disposed 7166 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-18 Stock Appreciation Rights $53.29 A 16250 Acquired 2021-05-18 Common Stock (16250) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $52.48 to $52.49. 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: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5083 additional shares of common stock.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest May 18, 2012, 20% will vest May 18, 2013, and 60% will vest May 18, 2014.