HERBALIFE LTD. — Director's Dealing 2013

Feb 14, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2013-02-12

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: ICAHN PARTNERS LP (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND LP (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND II L.P. (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND III L.P. (10% Owner)
Reporting Person: HIGH RIVER LIMITED PARTNERSHIP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, par value $0.001 per share ("Common Shares")	2472807	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2015 Call Option ("right to purchase")	$26.00	2015-01-28	Common Shares (8311738)		Indirect
2015 Put Option ("obligation to purchase")	$26.00	2015-01-28	please see all footnotes (8311738)		Indirect
2013 Call Option	$23.50	2013-05-10	Common Shares (3230606)		Indirect
2013 Put Option	$23.50	2013-05-10	please see all footnotes (3230606)		Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 2,803,029 Shares (including Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,260,759 Shares (including Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,410,789 Shares (including Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,764,000 Shares (including Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 776,574 Shares (including Call Options).

F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options as defined below) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including Options) except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options) which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including Options) except to the extent of their pecuniary interest therein.

F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including Options) which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including Options)except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,662,347 call options (the "$26.00 Call Options"), Icahn Partners directly beneficially owns 2,527,247 $26.00 Call Options, Icahn Master directly beneficially owns 2,615,555 $26.00 Call Options, Icahn Master II directly beneficially owns 1,046,094 $26.00 Call Options, and Icahn Master III directly beneficially owns 460,495 $26.00 Call Options.

F7: High River directly wrote 1,662,347 European-style put options (the "$26.00 Put Options," and together with the $26.00 Call Options, the "$26.00 Options"), Icahn Partners directly wrote 2,527,247 $26.00 Put Options, Icahn Master directly wrote 2,615,555 $26.00 Put Options, Icahn Master II directly wrote 1,046,094 $26.00 Put Options, and Icahn Master III directly wrote 460,495 $26.00 Put Options.

F8: The $26.00 Call Options reference an aggregate of 8,311,738 shares of Common Shares and have an exercise price of $26.00, and expire on January 28, 2015. The $26.00 Put Options provide that they settle in cash.

F9: High River directly beneficially owns 646,121 call options (the "$23.50 Call Options"), Icahn Partners directly beneficially owns 982,139 $23.50 Call Options, Icahn Master directly beneficially owns 1,016,722 $23.50 Call Options, Icahn Master II directly beneficially owns 406,618 $23.50 Call Options, and Icahn Master III directly beneficially owns 179,006 $23.50 Call Options.

F10: High River directly wrote 646,121 European-style put options (the "$23.50 Put Options," and together with the $23.50 Call Options, the "$23.50 Options"), Icahn Partners directly wrote 982,139 $23.50 Put Options, Icahn Master directly wrote 1,016,722 $23.50 Put Options, Icahn Master II directly wrote 406,618 $23.50 Put Options, and Icahn Master III directly wrote 179,006 $23.50 Put Options.

F11: The $23.50 Call Options reference an aggregate of 3,230,606 shares of Common Shares and have an exercise price of $23.50, and expire on May 10, 2013. The $23.50 Put Options provide that they settle in cash. The $26.00 Options, together with the $23.50 Options, are referred to as the "Options."