HERBALIFE LTD. — Director's Dealing 2012

Apr 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-04-23

Reporting Person: Bermingham Richard P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-23	Common Stock	M	20000	$6.82	Acquired	32000	Direct
2012-04-23	Common Stock	D	1877	$72.69	Disposed	30123	Direct
2012-04-23	Common Stock	M	5452	$53.29	Acquired	35575	Direct
2012-04-23	Common Stock	D	3997	$72.69	Disposed	31578	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-23	Stock Appreciation Rights	$6.82	M	20000	Disposed	2016-02-27	Common Stock (20000)	Direct
2012-04-23	Stock Appreciation Rights	$53.29	M	5452	Disposed	2018-05-18	Common Stock (5452)	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 27, 2012.

F2: These stock appreciation rights were fully vested as of February 27, 2010.

F3: These stock appreciation rights were fully vested as of April 15, 2012.