HERBALIFE LTD. — Director's Dealing 2013

Dec 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2013-12-23

Reporting Person: Fernandez Calero Miguel Angel (EVP, The Americas & WWD Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-23	Common Stock	M	3333	$6.82	Acquired	7516	Direct
2013-12-23	Common Stock	D	1198	$80.81	Disposed	6318	Direct
2013-12-23	Common Stock	M	12000	$15.14	Acquired	18318	Direct
2013-12-23	Common Stock	D	5175	$80.81	Disposed	13143	Direct
2013-12-23	Common Stock	M	19832	$22.94	Acquired	32975	Direct
2013-12-23	Common Stock	D	9891	$80.81	Disposed	23084	Direct
2013-12-23	Common Stock	M	6500	$53.29	Acquired	29584	Direct
2013-12-23	Common Stock	D	4952	$80.81	Disposed	24632	Direct
2013-12-23	Common Stock	M	4918	$44.79	Acquired	29550	Direct
2013-12-23	Common Stock	D	3384	$80.81	Disposed	26166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-23	Stock Appreciation Rights	$6.82	M	3333	Disposed	2019-02-27	Common Stock (3333)	Direct
2013-12-23	Stock Appreciation Rights	$15.14	M	12000	Disposed	2019-08-31	Common Stock (12000)	Direct
2013-12-23	Stock Appreciation Rights	$22.94	M	19832	Disposed	2020-05-07	Common Stock (19832)	Direct
2013-12-23	Stock Appreciation Rights	$53.29	M	6500	Disposed	2021-05-18	Common Stock (6500)	Direct
2013-12-23	Stock Appreciation Rights	$44.79	M	4918	Disposed	2022-05-31	Common Stock (4918)	Direct

Footnotes

F1: The stock appreciation rights subject to this award vest in 1/3 increments on each of February 27, 2012, February 27, 2013 and February 27, 2014.

F2: These stock appreciation rights were fully vested as of August 31, 2012.

F3: These stock appreciation rights were fully vested as of May 7, 2013.

F4: The stock appreciation rights subject to this award vest in increments of 20%, 20% and 60% on May 18, 2012, May 18, 2013, and May 18, 2014, respectively.

F5: The stock appreciation rights subject to this award vest in increments of 20%, 20% and 60% on May 31, 2013, May 31, 2014, and May 31, 2015, respectively.