HERBALIFE LTD. — Director's Dealing 2012

Apr 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-04-02

Reporting Person: Walsh Des (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-02	Common Stock	M	50000	$7.50	Acquired	175525	Direct
2012-04-02	Common Stock	S	50000	$69.46	Disposed	125525	Direct
2012-04-02	Common Stock	M	44390	$6.82	Acquired	169915	Direct
2012-04-02	Common Stock	D	23025	$70.11	Disposed	146890	Direct
2012-04-03	Common Stock	S	21365	$69.40	Disposed	125525	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-02	Common Stock	$7.50	M	50000	Disposed	2015-04-27	Common Stock (50000)	Direct
2012-04-02	Stock Appreciation Rights	$6.82	M	44390	Disposed	2019-02-27	Common Stock (44390)	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 8, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $69.11 to $69.83. 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: These options were fully vested as of June 30, 2005.

F4: These stock appreciation rights were fully vested as of February 27, 2012.