HERBALIFE LTD. — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2016-08-11

Reporting Person: Fleming Ibelis (SVP/Managing Dir North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Common Stock	M	10000	$6.82	Acquired	14143	Direct
2016-08-11	Common Stock	D	1050	$65.00	Disposed	13093	Direct
2016-08-11	Common Stock	F	3364	$65.00	Disposed	9729	Direct
2016-08-11	Common Stock	S	4143	$64.81	Disposed	5586	Direct
2016-08-15	Common Stock	S	5586	$64.89	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-11	Stock Appreciation Rights	$6.82	M	10000	Disposed	2019-02-27	Common Stock (10000)	Direct

Footnotes

F1: The total number of shares has been adjusted to include 785 shares inadvertently omitted from prior reports.

F2: The reporting person received 5,586 shares of common stock upon the net exercise of 10,000 stock appreciation rights ("SARs"). The reporting person forfeited 1,050 shares of common stock underlying the SARs in payment of the exercise price and 3,364 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 11, 2016 of $65.00.

F3: This transaction was executed in multiple trades at prices ranging from $64.73 to $64.95. The price reported reflects the weighted average sale price of $64.81. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission (the "Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: This transaction was executed in multiple trades at prices ranging from $64.82 to $65.01. The price reported reflects the weighted average sale price of $64.89. The reporting person hereby undertakes to provide upon request by the Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.