HERBALIFE LTD. — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2010-12-31

Reporting Person: CHAPMAN BRETT (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock	M	1575	$32.79	Acquired	54826	Direct
2010-12-31	Common Stock	D	1139	$68.37	Disposed	53687	Direct
2011-01-03	Common Stock	S	436	$68.62	Disposed	53251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Stock Appreciation Rights (Right to Buy)	$32.79	M	1575	Disposed	2016-03-23	Common Stock (1575)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Indirect

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 May 25, 2010.

F2: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F3: These stock appreciation rights vest in 5% increments on March 31, 2006 and on the last day of each subsequent calendar quarter until fully vested.