HERBALIFE LTD. — Director's Dealing 2012

May 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-05-02

Reporting Person: Barnes Leroy Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock	M	50000	$6.82	Acquired	58804	Direct
2012-05-02	Common Stock	D	6471	$52.70	Disposed	52333	Direct
2012-05-03	Common Stock	S	4129	$52.01	Disposed	48204	Direct
2012-05-03	Common Stock	S	8450	$51.26	Disposed	39754	Direct
2012-05-03	Common Stock	S	13950	$49.98	Disposed	25804	Direct
2012-05-03	Common Stock	S	17000	$49.23	Disposed	8804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-02	Stock Appreciation Rights	$6.82	M	50000	Disposed	2019-02-27	Common Stock (50000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2012.

F2: This transaction was executed in multiple trades at prices ranging from $51.73 to $52.42. 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 $50.69 to $51.67. 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: This transaction was executed in multiple trades at prices ranging from $49.66 to $50.61. 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.

F5: This transaction was executed in multiple trades at prices ranging from $48.65 to $49.56. 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.

F6: These options were fully vested as of February 27, 2010.