HERBALIFE LTD. — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-05-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-31	Common Stock	A	543	$0.00	Disposed	920149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-31	Stock Appreciation Rights	$44.79	A	327868	Acquired	2022-05-31	Common Stock (327868)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	79420	Indirect
Common Stock	79420	Indirect
Common Stock	113122	Indirect

Footnotes

F1: Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest May 31, 2013, 20% will vest May 31, 2014, and 60% will vest May 31, 2015.