HERBALIFE LTD. — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	175580	$12.32	Acquired	1082453	Direct
2012-05-01	Common Stock	S	4775	$70.58	Disposed	1077678	Direct
2012-05-01	Common Stock	S	23625	$69.87	Disposed	1054053	Direct
2012-05-01	Common Stock	S	29930	$68.70	Disposed	1024123	Direct
2012-05-01	Common Stock	S	58050	$68.05	Disposed	966073	Direct
2012-05-01	Common Stock	S	44032	$66.91	Disposed	922041	Direct
2012-05-01	Common Stock	S	15168	$66.08	Disposed	906873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Non-Qualified Stock Option	$12.32	M	175580	Disposed	2013-04-03	Common Stock (175580)	Direct

Holdings (Non-Derivative)

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

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 June 7, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $70.45 to $70.75. 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: This transaction was executed in multiple trades at prices ranging from $69.44 to $70.44. 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.

F4: This transaction was executed in multiple trades at prices ranging from $68.43 to $69.43. 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.

F5: This transaction was executed in multiple trades at prices ranging from $67.42 to $68.42. 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.

F6: This transaction was executed in multiple trades at prices ranging from $66.41 to $67.41. 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.

F7: This transaction was executed in multiple trades at prices ranging from $65.40 to $66.37. 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.

F8: These options were fully vested as of June 30, 2008.

F9: These options were granted on April 3, 2003 and were scheduled to expire and would no longer be exercisable as of April 3, 2013.