HERBALIFE LTD. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2016-07-15

Reporting Person: Friedman Mark J (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-15	Common Stock	M	10008	$59.98	Acquired	10208	Direct
2016-07-15	Common Stock	M	10603	$30.44	Acquired	20811	Direct
2016-07-15	Common Stock	D	14147	$65.25	Disposed	6664	Direct
2016-07-15	Common Stock	F	2748	$65.25	Disposed	3916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-15	Stock Appreciation Rights	$59.98	M	10008	Disposed	2024-04-30	Common Stock (10008)	Direct
2016-07-15	Stock Appreciation Rights	$30.44	M	10603	Disposed	2025-03-02	Common Stock (10603)	Direct

Footnotes

F1: The reporting person received an aggregate of 20,611 shares of common stock upon the net exercise of the stock appreciation rights ("SARS"). The reporting person forfeited an aggregate of 14,147 shares of common stock underlying the SARS in payment of the exercise price and an aggregate of 2,748 shares of common stock underlying the SARS to satisfy the aggregate withholding tax obligation resulting from the exercise, using the closing stock price on July 15, 2016 of $65.25.