HERBALIFE LTD. — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-05-06

Reporting Person: Bermingham Richard P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	S	3113	$103.61	Disposed	6000	Direct
2011-05-06	Common Stock	M	6532	$45.88	Acquired	12532	Direct
2011-05-06	Common Stock	D	2859	$104.84	Disposed	9673	Direct
2011-05-10	Common Stock	S	3673	$107.28	Disposed	6000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Stock Appreciation Rights	$45.88	M	6532	Disposed	2015-05-07	Common Stock (6532)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $103.61 to $103.62. 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 transaction was executed in multiple trades at prices ranging from $107.14 to $107.46. 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.

F3: Consists of stock appreciation rights that were fully vested as of 4/15/2011.