HERBALIFE LTD. — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2012-02-27

Reporting Person: CHAPMAN BRETT (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	F	1252	$66.45	Disposed	69246	Direct
2012-02-27	Common Stock	F	8581	$66.50	Disposed	60665	Direct
2012-02-27	Common Stock	M	26634	$6.82	Acquired	87299	Direct
2012-02-27	Common Stock	D	12724	$66.50	Disposed	74575	Direct
2012-02-27	Common Stock	M	33334	$6.82	Acquired	107909	Direct
2012-02-27	Common Stock	D	17384	$66.50	Disposed	90525	Direct
2012-02-28	Common Stock	S	29860	$65.95	Disposed	60665	Direct
2012-02-29	Common Stock	S	11929	$66.50	Disposed	48736	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Stock Appreciation Rights	$6.82	M	26634	Disposed	2019-02-27	Common Stock (26634)	Direct
2012-02-27	Stock Appreciation Rights	$6.82	M	33334	Disposed	2019-02-27	Common Stock (33334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200	Indirect

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 his 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: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2011.

F3: This transaction was executed in multiple trades at prices ranging from $65.67 to $66.53. 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.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F5: These stock appreciation rights were fully vested as of February 27, 2012.

F6: Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2012, 20% will vest February 27, 2013 and the remaining 60% will vest February 27, 2014.