HERBALIFE LTD. — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2014-11-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-25	Common Stock	M	750000	$7.75	Acquired	1597320	Direct
2014-11-25	Common Stock	F	457546	$41.99	Disposed	1139774	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-25	Non-Qualified Stock Option (right to buy)	$7.75	M	750000	Disposed	2014-12-01	Common Stock (750000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29182	Indirect
Common Stock	50829	Indirect
Common Stock	50829	Indirect
Common Stock	113122	Indirect

Footnotes

F1: Exercise made pursuant to a 10b5-1(c) trading plan entered into by the reporting person on November 6, 2014.

F2: Represents a "net exercise" of outstanding stock options. The reporting person received 292,454 shares of common stock upon the net exercise of the option to purchase 750,000 shares of common stock. The reporting person forfeited 457,546 shares of common stock underlying the option in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on November 25, 2014 of $41.99

F3: These options were fully vested as of December 1, 2009.