HERBALIFE LTD. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2011-05-09

Reporting Person: DeSimone John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-09	Common Stock	F	1027	$104.84	Disposed	26155	Direct
2011-05-09	Common Stock	M	6655	$43.13	Acquired	32810	Direct
2011-05-09	Common Stock	D	4550	$106.15	Disposed	28260	Direct
2011-05-09	Common Stock	M	8950	$13.64	Acquired	37210	Direct
2011-05-09	Common Stock	D	4793	$106.15	Disposed	32417	Direct
2011-05-09	Common Stock	M	3808	$45.88	Acquired	36225	Direct
2011-05-09	Common Stock	D	2656	$106.15	Disposed	33569	Direct
2011-05-10	Common Stock	S	3701	$107.24	Disposed	29868	Direct
2011-05-11	Common Stock	S	7414	$107.22	Disposed	22254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-09	Stock Appreciation Rights	$43.13	M	6655	Disposed	2018-02-28	Common Stock (6655)	Direct
2011-05-09	Stock Appreciation Rights	$13.64	M	8950	Disposed	2019-02-27	Common Stock (8950)	Direct
2011-05-09	Stock Appreciation Rights	$45.88	M	3808	Disposed	2020-05-07	Common Stock (3808)	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: This transaction was executed in multiple trades at prices ranging from $107.18 to $107.35. The price reported above 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 $107.13 to $107.32. The price reported above 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: These stock appreciation rights derive from an award that vests as to 20%, 20% and 60% of the rights subject to the award on each of the first three anniversaries of the grant date of February 28, 2008, respectively.

F5: These stock appreciation rights derive from an award that vests as to 20%, 20% and 60% of the rights subject to the award on each of the first three anniversaries of the grant date of February 27, 2009, respectively.

F6: These stock appreciation rights derive from an award that vests as to 20%, 20% and 60% of the rights subject to the award on each of the first three anniversaries of the grant date of May 7, 2010, respectively.