HERBALIFE LTD. — Director's Dealing 2014

Jul 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2014-07-15

Reporting Person: Barnes Leroy Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-15	Common Stock	M	8824	$6.82	Acquired	10824	Direct
2014-07-15	Common Stock	D	931	$64.65	Disposed	9893	Direct
2014-07-15	Common Stock	M	13064	$22.94	Acquired	22957	Direct
2014-07-15	Common Stock	D	4636	$64.65	Disposed	18321	Direct
2014-07-15	Common Stock	M	7503	$44.79	Acquired	25824	Direct
2014-07-15	Common Stock	D	5199	$64.65	Disposed	20625	Direct
2014-07-16	Common Stock	S	18625	$64.45	Disposed	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-15	Stock Appreciation Rights	$6.82	M	8824	Disposed	2016-02-27	Common Stock (8824)	Direct
2014-07-15	Stock Appreciation Rights	$22.94	M	13064	Disposed	2017-05-07	Common Stock (13064)	Direct
2014-07-15	Stock Appreciation Rights	$44.79	M	7503	Disposed	2019-05-31	Common Stock (7503)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $64.25 to $64.84. The price reported reflects the weighted average sale price of $64.45. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.