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HERBALIFE LTD. Director's Dealing 2012

Feb 28, 2012

32337_dirs_2012-02-28_69ba60eb-3934-4177-b49d-cd4150687e66.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DASHE MURRAY H (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-24 Common Stock M 13064 $22.94 Acquired 13064 Direct
2012-02-24 Common Stock D 4510 $66.45 Disposed 8554 Direct
2012-02-24 Common Stock M 4089 $53.29 Acquired 12643 Direct
2012-02-24 Common Stock D 3280 $66.45 Disposed 9363 Direct
2012-02-27 Common Stock G 9363 $0.00 Disposed 0 Direct
2012-02-27 Common Stock G 9363 $0.00 Acquired 9363 Indirect
2012-02-27 Common Stock M 28576 $9.91 Acquired 28576 Direct
2012-02-27 Common Stock D 4259 $66.50 Disposed 24317 Direct
2012-02-28 Common Stock G 24317 $0.00 Disposed 0 Direct
2012-02-28 Common Stock G 24317 $0.00 Disposed 33680 Indirect
2012-02-28 Common Stock S 6363 $66.24 Disposed 27317 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-24 Stock Appreciation Rights $22.94 D 13064 Disposed 2017-05-07 Common Stock (13064) Direct
2012-02-24 Stock Appreciation Rights $53.29 D 4089 Disposed 2018-05-18 Common Stock (4089) Direct
2012-02-27 Stock Appreciation Rights $9.91 D 28576 Disposed 2016-04-30 Common Stock (28576) Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $66.23 to $66.28. 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.

F2: These stock appreciation rights were fully vested as of April 15, 2011.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 25% vested on each of July 15, 2011, October 15, 2011 and January 15, 2012. The remaining 25% will vest on April 15, 2012,

F4: These stock appreciation rights were fully vested as of February 27, 2010.