HERBALIFE LTD. — Director's Dealing 2011

Sep 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GOUDIS RICHARD (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-09	Common Stock	M	3150	$16.395	Acquired	128693	Direct
2011-09-09	Common Stock	D	1983	$53.81	Disposed	126710	Direct
2011-09-09	Common Stock	M	26634	$21.565	Acquired	153344	Direct
2011-09-09	Common Stock	D	18125	$53.81	Disposed	135219	Direct
2011-09-09	Common Stock	M	7200	$21.915	Acquired	142419	Direct
2011-09-09	Common Stock	D	4926	$53.81	Disposed	137493	Direct
2011-09-09	Common Stock	M	8878	$6.82	Acquired	146371	Direct
2011-09-09	Common Stock	D	4745	$53.81	Disposed	141626	Direct
2011-09-09	Common Stock	M	13273	$22.94	Acquired	154899	Direct
2011-09-09	Common Stock	D	9214	$53.81	Disposed	145685	Direct
2011-09-13	Common Stock	S	20142	$55.00	Disposed	125543	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-09	Stock Appreciation Rights	$16.395	M	3150	Disposed	2016-03-23	Common Stock (3150)	Direct
2011-09-09	Stock Appreciation Rights	$21.565	M	26634	Disposed	2018-02-28	Common Stock (26634)	Direct
2011-09-09	Stock Appreciation Rights	$21.915	M	7200	Disposed	2018-08-04	Common Stock (7200)	Direct
2011-09-09	Stock Appreciation Rights	$6.82	M	8878	Disposed	2019-02-27	Common Stock (8878)	Direct
2011-09-09	Stock Appreciation Rights	$22.94	M	13273	Disposed	2020-05-07	Common Stock (13273)	Direct

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 August 9, 2011.

F2: These stock appreciation rights were fully vested as of December 31, 2010.

F3: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 1,575 additional stock appreciation rights with respect to this award.

F4: These stock appreciation rights were fully vested as of February 28, 2011.

F5: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 13,317 additional stock appreciation rights with respect to this award.

F6: These stock appreciation rights were fully vested as of August 4, 2011.

F7: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 3,600 additional stock appreciation rights with respect to this award.

F8: These stock appreciation rights vested as to 20% of the award on each of February 27, 2010 and February 27, 2011 and will vest as to the remaining 60% of the award on February 27, 2012.

F9: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 17,576 additional stock appreciation rights with respect to this award.

F10: These stock appreciation rights vested as to 20% of the award on May 7, 2011 and will vest as to 20% of the award on May 7, 2012 and as to 60% of the award on May 7, 2013.

F11: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 33,183 additional stock appreciation rights with respect to this award.