HERBALIFE LTD. — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-03-09

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-09	Common Stock	M	434	$32.79	Acquired	11416	Direct
2010-03-09	Common Stock	D	281	$80.32	Disposed	11135	Direct
2010-03-09	Common Stock	M	1740	$43.13	Acquired	12875	Direct
2010-03-09	Common Stock	D	1241	$80.32	Disposed	11634	Direct
2010-03-09	Common Stock	M	1200	$13.64	Acquired	12834	Direct
2010-03-09	Common Stock	D	563	$80.32	Disposed	12271	Direct
2010-03-09	Common Stock	M	4000	$30.28	Acquired	16271	Direct
2010-03-09	Common Stock	D	2404	$80.32	Disposed	13867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-09	Stock Appreciation Rights	$32.79	M	434	Disposed	2016-03-23	Common Stock (434)	Direct
2011-03-09	Stock Appreciation Rights	$43.13	M	1740	Disposed	2018-02-28	Common Stock (1740)	Direct
2011-03-09	Stock Appreciation Rights	$13.64	M	1200	Disposed	2019-02-27	Common Stock (1200)	Direct
2011-03-09	Stock Appreciation Rights	$30.28	M	4000	Disposed	2019-08-31	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	671	Indirect

Footnotes

F1: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which all were vested by December 31, 2010.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which all were vested by February 28, 2011.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2010, 20% vested February 27, 2011 and the remaining 60% will vest February 27, 2012.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested September 31, 2010, 20% will vest September 31, 2011 and the remaining 60% will vest September 31, 2012.