HERBALIFE LTD. — Director's Dealing 2016

Aug 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2016-08-19

Reporting Person: Dunn Jeff (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-19	Common Stock	M	4170	$20.90	Acquired	21255	Direct
2016-08-19	Common Stock	D	1377	$63.31	Disposed	19878	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-19	Stock Appreciation RIghts	$20.90	M	4170	Disposed	2016-11-11	Common Stock (4170)	Direct

Footnotes

F1: The reporting person received 2,793 shares of common stock upon the net exercise of the reporting person's 4,170 stock appreciation rights ("SARS"). The reporting person forfeited 1,377 shares of common stock underlying the SARS in payment of the exercise price resulting from the exercise, using the closing stock price on August 19, 2016 of $63.31.

F2: This exercise price reflects the stock split that occurred on May 18, 2011.

F3: The SARS vested in four equal installments on each of November 27, 2009, February, 27, 2010, May, 27, 2010 and August 27, 2010.

F4: This amount reflects the stock split that occurred on May 18, 2011.