HERBALIFE LTD. — Director's Dealing 2015

Mar 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2015-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-05	Common Stock	M	250000	$7.50	Acquired	1485274	Direct
2015-03-05	Common Stock	F	154156	$31.79	Disposed	1331118	Direct
2015-03-05	Common Stock	M	727340	$24.32	Acquired	2058458	Direct
2015-03-05	Common Stock	F	645611	$31.79	Disposed	1412847	Direct
2015-03-05	Common Stock	M	792240	$24.32	Acquired	2205087	Direct
2015-03-05	Common Stock	F	703219	$31.79	Disposed	1501868	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Non-Qualified Stock Option (right to buy)	$7.50	M	250000	Disposed	2015-04-27	Common Stock (250000)	Direct
2015-03-05	Stock Appreciation Rights	$24.32	M	727340	Disposed	2015-03-27	Common Stock (727340)	Direct
2015-03-05	Stock Appreciation Rights	$24.32	M	792240	Disposed	2015-03-27	Common Stock (792240)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31234	Indirect
Common Stock	113122	Indirect

Footnotes

F1: Represents a "net exercise" of outstanding stock options. The reporting person received 95,844 shares of common stock upon the net exercise of the option to purchase 250,000 shares of common stock. The reporting person forfeited 154,156 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 March 5, 2015 of $31.79.