HERBALIFE LTD. — Director's Dealing 2011

Sep 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-08-31

Reporting Person: Fernandez Calero Miguel Angel (SVP/Managing Director Mexico)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-31	Common Stock	M	4000	$15.14	Acquired	13927	Direct
2011-08-31	Common Stock	D	1961	$55.80	Disposed	11966	Direct
2011-08-31	Common Stock	F	805	$55.80	Disposed	11161	Direct
2011-09-01	Common Stock	S	2039	$56.12	Disposed	9122	Direct
2011-09-01	Common Stock	A	34	$0.00	Acquired	9156	Direct
2011-09-02	Common Stock	S	1876	$54.88	Disposed	7280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-31	Stock Appreciation Right (Right to Buuy)	$15.14	M	4000	Disposed	2019-08-31	Common Stock (4000)	Direct

Footnotes

F1: Pursuant to the Issuer's 2005 Stock Incentive Plan and the terms of the related award agreement, shares of the Issuer's common stock are issued to the Reporting Person as his restricted stock units vest, with a portion of the newly issued shares automatically withheld by the Issuer to satisfy the resulting withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding of shares due to a recent vesting of restricted stock units held by the Reporting Person. The withholding of the newly issued shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2010.

F3: Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.

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

F5: On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 8,000 additional stock appreciation rights subject to this award.