HERBALIFE LTD. — Director's Dealing 2017

Dec 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-12-27

Reporting Person: Harms Thomas (SVP, China & APAC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-27	Common Stock	M	1000	$21.565	Acquired	1000	Direct
2017-12-27	Common Stock	D	309	$70.00	Disposed	691	Direct
2017-12-27	Common Stock	F	261	$70.00	Disposed	430	Direct
2017-12-27	Common Stock	M	15000	$6.82	Acquired	15430	Direct
2017-12-27	Common Stock	D	1462	$70.00	Disposed	13968	Direct
2017-12-27	Common Stock	F	5436	$70.00	Disposed	8532	Direct
2017-12-29	Common Stock	S	8532	$68.49	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-27	Stock Appreciation Right	$21.565	M	1000	Disposed	2018-02-28	Common Stock (1000)	Direct
2017-12-27	Stock Appreciation Right	$6.82	M	15000	Disposed	2019-02-27	Common Stock (15000)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2017.

F2: The reporting person received 430 shares of common stock upon the net exercise of 1,000 stock appreciation rights ("SARs"). The reporting person forfeited 309 shares of common stock underlying such SARs in payment of the exercise price and 261 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 27, 2017 of $70.00.

F3: The reporting person received 8,102 shares of common stock upon the net exercise of 15,000 SARs. The reporting person forfeited 1,462 shares of common stock underlying such SARs in payment of the exercise price and 5,436 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 27, 2017 of $70.00.