HERBALIFE LTD. — Director's Dealing 2011

Jul 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-07-08

Reporting Person: LEVY ROBERT (SVP, WW. Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-08	Common Stock	M	35000	$16.395	Acquired	199860	Direct
2011-07-08	Common Stock	D	21515	$59.11	Disposed	178345	Direct
2011-07-11	Common Stock	S	13485	$58.37	Disposed	164860	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-08	Stock Appreciation Rights (Right to Buy)	$16.395	M	35000	Disposed	2016-03-26	Common Stock (35000)	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 March 11, 2011.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on March 31, 2006 and on the last day of each subsequent calendar quarter until fully vested.

F3: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 17,500 additional stock appreciation rights with respect to this award.