HERBALIFE LTD. — Director's Dealing 2015

Feb 13, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2014-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	G	47750	$0.00	Disposed	3079	Indirect
2014-12-08	Common Stock	G	2053	$0.00	Disposed	1026	Indirect
2014-12-08	Common Stock	G	1026	$0.00	Disposed	0	Indirect
2014-12-08	Common Stock	G	47750	$0.00	Disposed	3079	Indirect
2014-12-08	Common Stock	G	2053	$0.00	Disposed	1026	Indirect
2014-12-08	Common Stock	G	1026	$0.00	Disposed	0	Indirect
2014-12-08	Common Stock	G	1026	$0.00	Acquired	30208	Indirect
2014-12-08	Common Stock	G	1026	$0.00	Acquired	31234	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stocck	1235274	Direct
Common Stock	113122	Indirect

Footnotes

F1: The amount of securities beneficially owned directly by the reporting person has been increased by 95,500 shares to reflect the transfer on December 8, 2014 by the reporting person of 47,750 shares of Herbalife common stock, and the transfer by the reporting person's spouse on December 8, 2014 of 47,750 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

F2: This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to irrevocable trusts for the benefit of his children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.

F3: This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to an irrevocable trust for the benefit of his daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.

F4: This transaction involved a gift of securities from the reporting person's spouse's grantor retained annuity trust to irrevocable trusts for the benefit of their children who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.

F5: This transaction involved a gift of securities by the reporting person's spouse's grantor retained annuity trust to an irrevocable trust for the benefit of their daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of section 16 or any other purpose.