HERBALIFE LTD. — Director's Dealing 2012

Oct 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-09-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-10	Common Stock	G	29181	$0.00	Disposed	89591	Indirect
2012-09-10	Common Stock	G	14591	$0.00	Disposed	75000	Indirect
2012-09-10	Common Stock	G	14591	$0.00	Acquired	14591	Indirect
2012-09-10	Common Stock	G	29181	$0.00	Disposed	89591	Indirect
2012-09-10	Common Stock	G	14591	$0.00	Disposed	75000	Indirect
2012-09-10	Common Stock	G	14591	$0.00	Acquired	29181	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	841958	Direct
Common Stock	113122	Indirect

Footnotes

F1: The amount of securities beneficially owned directly by the reporting person has been increased by 71,296 shares to reflect the transfer on September 10, 2012 by the reporting person of 35,648 shares of Herbalife common stock, and the transfer by the reporting person's spouse on September 10, 2012 of 35,648 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F2: This transaction involved a gift of securities by the reporting person to irrevocable trusts for the benefit of his children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.

F3: The amount of securities beneficially owned by the reporting person's grantor retained annuity trust has been reduced by 35,648 to reflect the contribution of those shares to the Johnson Family Trust.

F4: This transaction involved a gift of securities by the reporting person to an irrevocable trust for the benefit of his daughter, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust, and this report should not be deemed an admission that the reporting person is the benefcial owner of the shares held in this trust for purposes of section 16 or for any other purpose.

F5: This transaction involved a gift of securities from the reporting person's spouse to irrevocable trusts for the benefit of their children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.

F6: The amount of securites beneficially owned by the grantor retained annuity trust of the reporting person's spouse has been reduced by 35,648 to reflect the contribution of those shares to the Johnson Family Trust.

F7: This transaction involved a gift of securities by the reporting person's spouse to an irrevocable trust for the benefit of their daughter, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of section 16 or for any other purpose.