HERBALIFE LTD. — Director's Dealing 2015

Dec 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2015-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	280000	$16.395	Acquired	1781868	Direct
2015-12-10	Common Stock	D	82908	$55.37	Disposed	1698960	Direct
2015-12-10	Common Stock	F	102843	$55.37	Disposed	1596117	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Stock Appreciation Rights	$16.395	M	280000	Disposed	2016-03-23	Common Stock (280000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31234	Indirect
Common Stock	113122	Indirect

Footnotes

F1: The reporting person received 94,249 shares of common stock upon the net exercise of the 280,000 stock appreciation rights ("SARS"). The reporting person forfeited 82,908 shares of common stock underlying the SARS in payment of the exercise price and 102,843 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 10, 2015 of $55.37.