HERBALIFE LTD. — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-12-31

Reporting Person: RAHN WILLIAM (SVP / Mg Dir. - Asia Pacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock	M	560	$32.79	Acquired	4353	Direct
2010-12-31	Common Stock	D	374	$68.37	Disposed	3979	Direct
2010-12-31	Common Stock	M	300	$30.97	Acquired	4279	Direct
2010-12-31	Common Stock	D	195	$68.37	Disposed	4084	Direct
2011-01-03	Common Stock	S	291	$68.62	Disposed	3793	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Stock Appreciation Rights (Right to Buy)	$32.79	M	560	Disposed	2016-03-23	Common Stock (560)	Direct
2010-12-31	Stock Appreciation Rights (Right to Buy)	$30.97	M	300	Disposed	2016-08-23	Common Stock (300)	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 August 31, 2010.

F2: These stock appreciation rights vest in 5% increments on March 31, 2006 and on the last day of each subsequent calendar quarter until fully vested.

F3: These stock appreciation rights vest in 5% increments on August 31, 2006 and on the last day of each subsequent calendar quarter until fully vested.