HERBALIFE LTD. — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-02-27

Reporting Person: Fernandez Calero Miguel Angel (SVP/Managing Director Mexico)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	F	612	$66.50	Disposed	6693	Direct
2012-02-28	Common Stock	M	11160	$6.82	Acquired	17853	Direct
2012-02-28	Common Stock	D	4145	$66.97	Disposed	13708	Direct
2012-02-28	Common Stock	M	3334	$6.82	Acquired	17042	Direct
2012-02-28	Common Stock	D	1239	$66.97	Disposed	15803	Direct
2012-02-29	Common Stock	S	1427	$66.50	Disposed	14376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Stock Appreciation Rights	$6.82	M	11160	Disposed	2022-02-27	Common Stock (11160)	Direct
2012-02-28	Stock Appreciation Rights	$6.82	M	3334	Disposed	2022-02-27	Common Stock (3334)	Direct

Footnotes

F1: Pursuant to the Issuer's 2005 Stock Incentive Plan and the terms of the related award agreement, shares of the Issuer's common stock are issued to the Reporting Person as his restricted stock units vest, with a portion of the newly issued shares automatically withheld by the Issuer to satisfy the resulting withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding of shares due to a recent vesting of restricted stock units held by the Reporting Person. The withholding of the newly issued shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: These stock appreciation rights were fully vested as of February 27, 2012.

F3: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which one-third vested February 27, 2012, one-third will vest February 27, 2013 and the remaining one-third will vest February 27, 2014.