HERBALIFE LTD. — Director's Dealing 2014

May 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2014-04-04

Reporting Person: Tartol John (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-04	Common Stock	G	178361	$0.00	Disposed	0	Indirect
2014-04-04	Common Stock	G	178361	$0.00	Acquired	178863	Direct
2014-04-29	Common Stock	G	53130	$0.00	Disposed	0	Indirect
2014-04-29	Common Stock	G	53130	$0.00	Acquired	231993	Direct
2014-04-30	Common Stock	A	2000	$0.00	Acquired	233993	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150	Indirect
Common Stock	150	Indirect
Common Stock	150	Indirect

Footnotes

F1: This transaction is voluntarily filed to reflect the transfer by the reporting person of 178,361 shares of Herbalife common stock from Tartol Enterprises, Inc. directly to the reporting person.

F2: This transaction is voluntarily filed to reflect the transfer by the reporting person of 53,130 shares of Herbalife common stock from the Tartol Enterprises Profit Sharing Plan to a SEP IRA.

F3: Consists of restricted stock units granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 25% will vest on each of July 15, 2014, October 15, 2014, January 15, 2015 and April 15, 2015.

F4: Shares held in custodial accounts for the benefit of each of the reporting person's children under the Uniform Transfer to Minors Act. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.