HERBALIFE LTD. — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	175676	$12.32	Acquired	1082260	Direct
2012-03-01	Common Stock	S	52100	$66.18	Disposed	1030160	Direct
2012-03-01	Common Stock	S	123576	$67.05	Disposed	906584	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Non-Qualified Stock Option	$12.32	M	175676	Disposed	2013-04-03	Common Stock (175676)	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 $65.66 to $66.65. 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 $66.66 to $67.70. 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: These options were fully vested as of June 30, 2008.