HERBALIFE LTD. — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-02-29

Reporting Person: Fleming Ibelis (SVP/Managing Dir North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	F	284	$66.21	Disposed	9338	Direct
2012-03-01	Common Stock	F	911	$67.70	Disposed	8427	Direct
2012-03-01	Common Stock	M	3900	$6.82	Acquired	12327	Direct
2012-03-01	Common Stock	D	1694	$67.70	Disposed	10633	Direct
2012-03-01	Common Stock	M	5000	$6.82	Acquired	15633	Direct
2012-03-01	Common Stock	D	2154	$67.70	Disposed	13479	Direct
2012-03-01	Common Stock	M	2000	$32.665	Acquired	15479	Direct
2012-03-01	Common Stock	D	1345	$67.70	Disposed	14134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Stock Appreciation Rights	$6.82	M	3900	Disposed	2019-02-27	Common Stock (3900)	Direct
2012-03-01	Stock Appreciation Rights	$6.82	M	5000	Disposed	2019-02-27	Common Stock (5000)	Direct
2012-03-01	Stock Appreciation Rights	$32.665	M	2000	Disposed	2021-01-31	Common Stock (2000)	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 her 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.

F4: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested January 31, 2012, 20% will vest January 31, 2013, and the remaining 60% will vest January 31, 2014.