HERBALIFE LTD. — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-05-09

Reporting Person: Chiu Shin-Shing Bosco (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	5000	$6.82	Acquired	5000	Direct
2017-05-09	Common Stock	D	469	$72.81	Disposed	4531	Direct
2017-05-09	Common Stock	F	1703	$72.81	Disposed	2828	Direct
2017-05-11	Common Stock	S	2828	$71.65	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$6.82	M	5000	Disposed	2019-02-27	Common Stock (5000)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 17, 2016.

F2: The reporting person received 2,828 shares of common stock upon the net exercise of the 5,000 stock appreciation rights ("SARs"). The reporting person forfeited 469 shares of common stock underlying the SARS in payment of the exercise price and 1,703 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81.

F3: This transaction was executed in multiple trades at prices ranging from $71.30 to $72.27. The price reported above reflects the weighted average sale price of $71.65. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.