HERBALIFE LTD. — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2014-05-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	M	147000	$7.75	Acquired	994320	Direct
2014-05-06	Common Stock	S	147000	$60.18	Disposed	847320	Direct
2014-05-07	Common Stock	M	103000	$7.75	Acquired	950320	Direct
2014-05-07	Common Stock	S	100800	$60.52	Disposed	849520	Direct
2014-05-07	Common Stock	S	2200	$61.08	Disposed	847320	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-06	Non-Qualified Stock Option (right to buy)	$7.75	M	147000	Disposed	2014-12-01	Common Stock (147000)	Direct
2014-05-07	Non-Qualified Stock Option (right to buy)	$7.75	M	103000	Disposed	2014-12-01	Common Stock (103000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29181	Indirect
Common Stock	50829	Indirect
Common Stock	50829	Indirect
Common Stock	113122	Indirect

Footnotes

F1: Exercises and sales made pursuant to a 10b5-1(c) trading plan entered into by the reporting person on March 4, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $60.00 to $60.51. The price reported reflects the weighted average sale price of $60.18. 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.

F3: This transaction was executed in multiple trades at prices ranging from $60.00 to $61.00. The price reported reflects the weighted average sale price of $60.52. 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.

F4: This transaction was executed in multiple trades at prices ranging from $61.01 to $61.20. The price reported reflects the weighted average sale price of $61.08. 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.

F5: These options were fully vested as of December 1, 2009.