HERBALIFE LTD. — Director's Dealing 2011

Sep 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-09-01

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-01	Common Stock	A	747	$0.00	Acquired	746423	Direct
2011-09-01	Common Stock	M	197062	$12.32	Acquired	943485	Direct
2011-09-01	Common Stock	S	159154	$56.57	Disposed	784331	Direct
2011-09-01	Common Stock	S	17393	$57.22	Disposed	766938	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-01	Non-Qualified Stock Options (Right to Buy)	$12.32	M	197062	Disposed	2013-04-03	Common Stock (197062)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110000	Indirect
Common Stock	110000	Indirect
Common Stock	113042	Indirect

Footnotes

F1: Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2011.

F3: This transaction was executed in multiple trades at prices ranging from $55.98 to $56.97. 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.

F4: This transaction was executed in multiple trades at prices ranging from $56.98 to $57.50. 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.

F5: These options were fully vested as of June 30, 2008.

F6: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 591,185 additional Non-Qualified Stock Options.