HERBALIFE LTD. — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-08-09

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-09	Common Stock	G	56281	$0.00	Disposed	863868	Direct
2012-08-09	Common Stock	G	56281	$0.00	Acquired	920149	Direct
2012-08-23	Common Stock	G	75000	$0.00	Disposed	770149	Direct
2012-09-04	Common Stock	A	513	$0.00	Acquired	770662	Direct
2012-08-23	Common Stock	G	75000	$0.00	Acquired	154420	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154420	Indirect
Common Stock	113122	Indirect

Footnotes

F1: This report is voluntarily filed to reflect the contribution by the reporting person of 56,281 shares of the issuer's common stock to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F2: The reporting person and his spouse have entered into a transmutation agreement pursuant to which the reporting person and his spouse agreed that 75,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of his spouse and 75,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person. Concurrently with the entry into this agreement, the reporting person's spouse contributed such shares to a grantor retained annuity trust for which she is the sole beneficiary and the initial trustee. Accordingly, such shares are now reported as indirectly owned by the reporting person through his spouse's grantor retained annuity trust.

F3: The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 75,000 shares to reflect the contribution by the reporting person on August 23, 2012, of 75,000 shares of Herbalife common stock to a grantor retained annuity trust for which the reporting person is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through his grantor retained annuity trust. These 75,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person pursuant to a transmutation agreement he signed with his spouse.

F4: Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.

F5: The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 75,000 shares to reflect the contribution by the reporting person on August 23, 2012, of 75,000 shares of Herbalife common stock to a grantor retained annuity trust for which the reporting person's spouse is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through the grantor retained annuity trust of his spouse. These 75,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person's spouse pursuant to their transmutation agreement.

F6: The reporting person's spouse is the sole beneficiary and initial trustee of her grantor retained annuity trust.

F7: The reporting person is the sole beneficiary and the initial trustee of his grantor retained annuity trust.