HERBALIFE LTD. — Director's Dealing 2011

Dec 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	M	174979	$8.80	Acquired	1068353	Direct
2011-12-01	Common Stock	S	108100	$55.64	Disposed	960253	Direct
2011-12-01	Common Stock	S	900	$56.29	Disposed	959353	Direct
2011-12-02	Common Stock	S	48300	$55.81	Disposed	911053	Direct
2011-12-02	Common Stock	S	17679	$56.54	Disposed	893374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-01	Non-Qualified Stock Option	$8.80	M	174979	Disposed	2013-04-03	Common Stock (174949)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	79420	Indirect
Common Stock	79420	Indirect
Common Stock	113042	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 19, 2010.

F2: This transaction was executed in multiple trades at prices ranging from $55.25 to $56.24. 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: This transaction was executed in multiple trades at prices ranging from $56.27 to $56.34. 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 $55.46 to $56.45. 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: This transaction was executed in multiple trades at prices ranging from $56.45 to $56.81. 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.

F6: These options were fully vested as of June 30, 2008.