HERBALIFE LTD. — Director's Dealing 2012

Feb 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-02-24

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	M	8000	$15.14	Acquired	17824	Direct
2012-02-24	Common Stock	D	4768	$66.45	Disposed	13056	Direct
2012-02-27	Common Stock	F	360	$66.50	Disposed	12696	Direct
2012-02-24	Common Stock	M	8000	$7.50	Acquired	10826	Indirect
2012-02-24	Common Stock	M	2040	$6.82	Acquired	12866	Indirect
2012-02-24	Common Stock	D	1071	$66.45	Disposed	11795	Indirect
2012-02-24	Common Stock	M	1059	$22.94	Acquired	12854	Indirect
2012-02-24	Common Stock	D	692	$66.45	Disposed	12162	Indirect
2012-02-24	Common Stock	S	10238	$66.03	Disposed	1924	Indirect
2012-02-27	Common Stock	F	306	$66.50	Disposed	1618	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Stock Appreciation Rights	$15.14	M	8000	Disposed	2019-08-31	Common Stock (8000)	Direct
2012-02-24	Non-Qualified Stock Option	$7.50	M	8000	Disposed	2012-04-27	Common Stock (8000)	Indirect
2012-02-24	Stock Appreciation Rights	$6.82	M	2040	Disposed	2019-02-27	Common Stock (2040)	Indirect
2012-02-24	Stock Appreciation Rights	$22.94	M	1059	Disposed	2020-05-07	Common Stock (1059)	Indirect

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 or her 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 $66.00 to $66.12. 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: 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 the remaining 60% will vest August 31, 2012.

F4: These options were fully vested as of March 30, 2010.

F5: These stock appreciation rights were fully vested as of February 27, 2012.

F6: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 7, 2011, 20% will vest on May 7, 2012 and the remaining 60% will vest on May 7, 2013.