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: Friedman Mark J (General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Stock Appreciation Rights	$30.44	A	10603	Acquired	2025-03-02	Common Stock (10603)	Direct
2016-04-30	Stock Appreciation Rights	$59.98	A	5004	Acquired	2024-04-30	Common Stock (5004)	Direct

Footnotes

F1: On March 2, 2015, the reporting person was granted an award of 53,017 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 10,603 SARs.

F2: On April 30, 2014, the reporting person was granted an award of 25,019 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 2014, 2015 and 2016. The performance criteria was met in 2015, resulting in the vesting of 5,004 SARs.