HERBALIFE LTD. — Director's Dealing 2013

Mar 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2013-02-28

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: HIGH RIVER LIMITED PARTNERSHIP (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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Shares, par value $0.001 per share ("Common Shares")	X	3230606	—	Acquired	14015151	Indirect
2013-03-01	Common Shares	X	8311738	—	Acquired	14015151	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	2013 Call Option ("right to purchase")	$23.50	X	3230606	Acquired	2013-05-10	Common Shares (3230606)	Indirect
2013-02-28	2013 Put Option ("obligation to purchase")	$23.50	X	3230606	Acquired	2013-05-10	Common Shares (3230606)	Indirect
2013-03-01	2015 Call Option	$26.00	X	8311738	Acquired	2015-01-28	Common Shares (8311738)	Indirect
2013-03-01	2015 Put Option	$26.00	X	8311738	Acquired	2015-01-28	Common Shares (8311738)	Indirect

Footnotes

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

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 which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares 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 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 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 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 except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owned 646,121 call options (the "$23.50 Call Options"), Icahn Partners directly beneficially owned 982,139 $23.50 Call Options, Icahn Master directly beneficially owned 1,016,722 $23.50 Call Options, Icahn Master II directly beneficially owned 406,618 $23.50 Call Options, and Icahn Master III directly beneficially owned 179,006 $23.50 Call Options. On February 28, 2013, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective $23.50 Call Options in their entirety, and thereby acquired 646,121 Shares, 982,139 Shares, 1,016,722 Shares, 406,618 Shares and 179,006 Shares respectively.

F7: High River directly wrote 646,121 European-style $23.50 put options (the "$23.50 Put 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. On February 28, 2013, upon exercise of the $23.50 Call Options, all of the $23.50 Put Options terminated.

F8: High River directly beneficially owned 1,662,347 call options (the "$26.00 Call Options"), Icahn Partners directly beneficially owned 2,527,247 $26.00 Call Options, Icahn Master directly beneficially owned 2,615,555 $26.00 Call Options, Icahn Master II directly beneficially owned 1,046,094 $26.00 Call Options, and Icahn Master III directly beneficially owned 460,495 $26.00 Call Options. On March 1, 2013, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective $26.00 Call Options in their entirety, and thereby acquired 1,662,347 Shares, 2,527,247 Shares, 2,615,555 Shares, 1,046,094 Shares and 460,495 Shares respectively.

F9: High River directly wrote 1,662,347 European-style $26.00 put options (the "$26.00 Put 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. On March 1, 2013, upon exercise of the $26.00 Call Options, all of the $26.00 Put Options terminated.