HERBALIFE LTD. — Director's Dealing 2012

May 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-05-07

Reporting Person: RAHN WILLIAM (SVP / Mg Dir. - Asia Pacific)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Common Stock	M	4959	$22.94	Acquired	4959	Direct
2012-05-07	Common Stock	D	3347	$46.98	Disposed	1612	Direct
2012-05-08	Common Stock	S	1612	$47.20	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Stock Appreciation Rights	$22.94	M	4959	Disposed	2020-05-07	Common Stock (4959)	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 August 31, 2010.

F2: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested May 7, 2011, 20% vested May 7, 2012, and 60% will vest on May 7, 2013.