HERBALIFE LTD. — Director's Dealing 2012

Mar 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-03-15

Reporting Person: DeSimone John (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	S	8401	$69.57	Disposed	31672	Direct
2012-03-15	Common Stock	M	53700	$6.82	Acquired	85372	Direct
2012-03-15	Common Stock	D	27828	$70.75	Disposed	57544	Direct
2012-03-15	Common Stock	M	25000	$6.82	Acquired	82544	Direct
2012-03-15	Common Stock	D	12956	$70.75	Disposed	69588	Direct
2012-03-16	Common Stock	S	37916	$70.50	Disposed	31672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Stock Appreciation Rights	$6.82	M	53700	Disposed	2019-02-27	Common Stock (53700)	Direct
2012-03-15	Stock Appreciation Rights	$6.82	M	25000	Disposed	2019-02-27	Common Stock (25000)	Direct

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 November 18, 2011.

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.