HERBALIFE LTD. — Director's Dealing 2017

May 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-05-17

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	M	240000	$21.565	Acquired	1922135	Direct
2017-05-17	Common Stock	D	72225	$71.66	Disposed	1849910	Direct
2017-05-17	Common Stock	F	94710	$71.66	Disposed	1755200	Direct
2017-05-17	Common Stock	M	240000	$6.82	Acquired	1995200	Direct
2017-05-17	Common Stock	D	22842	$71.66	Disposed	1972358	Direct
2017-05-17	Common Stock	F	122587	$71.66	Disposed	1849771	Direct
2017-05-17	Common Stock	M	250000	$6.82	Acquired	2099771	Direct
2017-05-17	Common Stock	D	23793	$71.66	Disposed	2075978	Direct
2017-05-17	Common Stock	F	127694	$71.66	Disposed	1948284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Stock Appreciation Right	$21.565	M	240000	Disposed	2018-02-28	Common Stock (240000)	Direct
2017-05-17	Stock Appreciation Right	$6.82	M	240000	Disposed	2019-02-27	Common Stock (240000)	Direct
2017-05-17	Stock Appreciation Right	$6.82	M	250000	Disposed	2019-02-27	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35340	Indirect
Common Stock	113122	Indirect

Footnotes

F1: The reporting person received 73,065 shares of common stock upon the net exercise of the 240,000 stock appreciation rights ("SARS"). The reporting person forfeited 72,225 shares of common stock underlying the SARS in payment of the exercise price and 94,710 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.

F2: The reporting person received 94,571 shares of common stock upon the net exercise of the 240,000 SARS. The reporting person forfeited 22,842 shares of common stock underlying the SARS in payment of the exercise price and 122,587 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.

F3: The reporting person received 98,513 shares of common stock upon the net exercise of the 250,000 SARS. The reporting person forfeited 23,793 shares of common stock underlying the SARS in payment of the exercise price and 127,694 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.

F4: The total number of shares held indirectly in trust for child has been increased by 4,106 shares to include shares inadvertently excluded from previous reports.