HERBALIFE LTD. — Director's Dealing 2013

Nov 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2013-11-25

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-25	Common Stock	G	24788	$0.00	Disposed	839794	Direct
2013-11-25	Common Stock	G	24788	$0.00	Acquired	864582	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29181	Indirect
Common Stock	50829	Indirect
Common Stock	50829	Indirect
Common Stock	113122	Indirect

Footnotes

F1: This report is voluntarily filed to reflect the contribution by the reporting person of 24,788 shares of the issuer's common stock to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F2: The amount of securities beneficially owned directly by the reporting person has been increased by 48,342 shares to reflect the transfer on November 25, 2013 by the reporting person of 24,171 shares of Herbalife common stock, and the transfer by the reporting person's spouse on November 25, 2013 of 24,171 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F3: The amount of securities beneficially owned by the reporting person's grantor retained annuity trust has been reduced by 24,171 to reflect the contribution of those shares to the Johnson Family Trust.

F4: The amount of securites beneficially owned by the grantor retained annuity trust of the reporting person's spouse has been reduced by 24,171 to reflect the contribution of those shares to the Johnson Family Trust.