HERBALIFE LTD. — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-12-03

Reporting Person: Tartol John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Common Stock	S	7000	$45.57	Disposed	502	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	178361	Indirect
Common Stock	53630	Indirect
Common Stock	150	Indirect
Common Stock	150	Indirect
Common Stock	150	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $45.55 to $45.63. 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: Shares held by Tartol Enterprises, Inc. The reporting person is an officer of Tartol Enterprises, Inc.

F3: The reporting person is trustee for Tartol Enterprises Profit Sharing Plan.

F4: Shares held in custodial accounts for the benefit of each of the reporting person's children under the Uniform Transfer to Minors Act. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.