HERBALIFE LTD. — Director's Dealing 2017

Dec 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-12-11

Reporting Person: JOHNSON MICHAEL (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-11	Common Stock	M	132416	$22.94	Acquired	2080700	Direct
2017-12-11	Common Stock	D	43513	$69.81	Disposed	2037187	Direct
2017-12-11	Common Stock	F	49120	$69.81	Disposed	1988067	Direct
2017-12-11	Common Stock	M	210648	$53.29	Acquired	2198715	Direct
2017-12-11	Common Stock	D	160800	$69.81	Disposed	2037915	Direct
2017-12-11	Common Stock	F	27542	$69.81	Disposed	2010373	Direct
2017-12-11	Common Stock	M	327868	$44.79	Acquired	2338241	Direct
2017-12-11	Common Stock	D	210360	$69.81	Disposed	2127881	Direct
2017-12-11	Common Stock	F	64924	$69.81	Disposed	2062957	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-11	Stock Appreciation Right	$22.94	M	132416	Disposed	2020-05-07	Common Stock (132416)	Direct
2017-12-11	Stock Appreciation Right	$53.29	M	210648	Disposed	2021-05-18	Common Stock (210648)	Direct
2017-12-11	Stock Appreciation Right	$44.79	M	327868	Disposed	2022-05-31	Common Stock (327868)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35340	Indirect
Common Stock	113122	Indirect

Footnotes

F1: The reporting person received 39,783 shares of common stock upon the net exercise of 132,416 stock appreciation rights ("SARS"). The reporting person forfeited 43,513 shares of common stock underlying such SARS in payment of the exercise price and 49,120 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.

F2: The reporting person received 22,306 shares of common stock upon the net exercise of 210,648 SARS. The reporting person forfeited 160,800 shares of common stock underlying such SARS in payment of the exercise price and 27,542 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.

F3: The reporting person received 52,584 shares of common stock upon the net exercise of 327,868 SARS. The reporting person forfeited 210,360 shares of common stock underlying such SARS in payment of the exercise price and 64,924 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.