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: Fernandez Calero Miguel Angel (EVP, The Americas & WWD Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	9750	$53.29	Acquired	22275	Direct
2017-05-09	Common Stock	D	7137	$72.81	Disposed	15138	Direct
2017-05-09	Common Stock	F	915	$72.81	Disposed	14223	Direct
2017-05-09	Common Stock	M	19672	$44.79	Acquired	33895	Direct
2017-05-09	Common Stock	D	12102	$72.81	Disposed	21793	Direct
2017-05-09	Common Stock	F	2650	$72.81	Disposed	19143	Direct
2017-05-09	Common Stock	M	25019	$59.98	Acquired	44162	Direct
2017-05-09	Common Stock	D	20612	$72.81	Disposed	23550	Direct
2017-05-09	Common Stock	F	1544	$72.81	Disposed	22006	Direct
2017-05-09	Common Stock	M	21206	$30.44	Acquired	43212	Direct
2017-05-09	Common Stock	D	8866	$72.81	Disposed	34346	Direct
2017-05-09	Common Stock	F	4320	$72.81	Disposed	30026	Direct
2017-05-09	Common Stock	M	4367	$62.51	Acquired	34393	Direct
2017-05-09	Common Stock	D	3750	$72.81	Disposed	30643	Direct
2017-05-09	Common Stock	F	217	$72.81	Disposed	30426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$53.29	M	9750	Disposed	2021-05-18	Common Stock (9750)	Direct
2017-05-09	Stock Appreciation Rights	$44.79	M	19672	Disposed	2022-05-31	Common Stock (19672)	Direct
2017-05-09	Stock Appreciation Rights	$59.98	M	25019	Disposed	2024-04-30	Common Stock (25019)	Direct
2017-05-09	Stock Appreciation Rights	$30.44	M	21206	Disposed	2025-03-02	Common Stock (21206)	Direct
2017-05-09	Stock Appreciation Rights	$62.51	M	4367	Disposed	2026-05-09	Common Stock (4367)	Direct

Footnotes

F1: The reporting person received 1,698 shares of common stock upon the net exercise of the 9,750 stock appreciation rights ("SARS"). The reporting person forfeited 7,137 shares of common stock underlying the SARS in payment of the exercise price and 915 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.

F2: The reporting person received 4,920 shares of common stock upon the net exercise of the 19,672 SARS. The reporting person forfeited 12,102 shares of common stock underlying the SARS in payment of the exercise price and 2,650 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: The reporting person received 2,863 shares of common stock upon the net exercise of the 25,019 SARS. The reporting person forfeited 20,612 shares of common stock underlying the SARS in payment of the exercise price and 1,544 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.

F4: The reporting person received 8,020 shares of common stock upon the net exercise of the 21,206 SARS. The reporting person forfeited 8,866 shares of common stock underlying the SARS in payment of the exercise price and 4,320 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.

F5: The reporting person received 400 shares of common stock upon the net exercise of the 4,367 SARS. The reporting person forfeited 3,750 shares of common stock underlying the SARS in payment of the exercise price and 217 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.

F6: Consists of 53,017 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on March 2, 2016, 20% vested on March 2, 2017, and the remaining 60% will vest on March 2, 2018.

F7: Consists of 21,834 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018 and the remaining 60% will vest on May 9, 2019.