HERBALIFE LTD. — Director's Dealing 2016

May 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2016-03-02

Reporting Person: Okuhara Gioji (VP, General Manager, Brazil)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Stock Appreciation Rights	$30.44	A	1957	Acquired	2025-03-02	Common Stock (1957)	Direct

Footnotes

F1: On March 2, 2015, the reporting person was granted an award of 9,787 stock appreciation rights ("SARs"). The amount and timing of the vesting of these SARs is dependent upon the Company's achievement of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria was met in 2015, resulting in the vesting of 1,957 SARs.