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HERBALIFE LTD. Director's Dealing 2011

Apr 4, 2011

32337_dirs_2011-04-04_23187903-1ff0-4bc9-a543-85dae4cd3fff.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-04-01

Reporting Person: Walsh Des (President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-04-01 Common Stock M 62500 $15.50 Acquired 133909 Direct
2011-04-01 Common Stock M 15000 $25.00 Acquired 148909 Direct
2011-04-01 Common Stock S 75981 $81.13 Disposed 72928 Direct
2011-04-01 Common Stock S 1519 $81.70 Disposed 71409 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-04-01 Non-Qualified Stock Option (Right to Buy) $15.50 M 62500 Disposed 2014-12-01 Common Stock (62500) Direct
2011-04-01 Non-Qualified Stock Option (Right to Buy) $25.00 M 15000 Disposed 2014-09-01 Common Stock (15000) Direct

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $80.63 to $81.62. The price reported 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 $81.64 to $81.93. The price reported 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: Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested quarterly in 5% increments commencing 06/30/2004 through 06/30/2009.

F5: Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan. The options vested quarterly in 5% increments commencing 09/30/2004 through 09/30/2009.