HERBALIFE LTD. — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2016-05-09

Reporting Person: Alzarez Jesus (VP, General Manager, Mexico)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-09	Common Stock	M	1042	$53.29	Acquired	1042	Direct
2016-05-09	Common Stock	M	3934	$44.79	Acquired	4976	Direct
2016-05-09	Common Stock	M	1957	$30.44	Acquired	6933	Direct
2016-05-09	Common Stock	D	4661	$62.51	Disposed	2272	Direct
2016-05-09	Common Stock	F	797	$62.51	Disposed	1475	Direct
2016-05-11	Common Stock	S	875	$62.185	Disposed	600	Direct
2016-05-11	Common Stock	S	600	$62.1775	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-09	Stock Appreciation Rights	$53.29	M	1042	Disposed	2021-05-18	Common Stock (1042)	Direct
2016-05-09	Stock Appreciation Rights	$44.79	M	3934	Disposed	2022-05-31	Common Stock (3934)	Direct
2016-05-09	Stock Appreciation Rights	$30.44	M	1957	Disposed	2025-03-02	Common Stock (1957)	Direct

Footnotes

F1: The reporting person received an aggregate of 6,933 shares of common stock upon the net exercise of the stock appreciation rights ("SARS"). The reporting person forfeited an aggregate of 4,661 shares of common stock underlying the SARS in payment of the exercise price and an aggregate of 797 shares of common stock underlying the SARS to satisfy the aggregate withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2016 of $62.51.