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: Aspauza Jossie (VP, SAM/CAM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	3600	$20.14	Acquired	5848	Direct
2017-05-09	Common Stock	D	996	$72.81	Disposed	4852	Direct
2017-05-09	Common Stock	F	782	$72.81	Disposed	4070	Direct
2017-05-09	Common Stock	M	600	$21.57	Acquired	4670	Direct
2017-05-09	Common Stock	D	178	$72.81	Disposed	4492	Direct
2017-05-09	Common Stock	F	127	$72.81	Disposed	4365	Direct
2017-05-09	Common Stock	M	1840	$6.82	Acquired	6205	Direct
2017-05-09	Common Stock	D	173	$72.81	Disposed	6032	Direct
2017-05-09	Common Stock	F	501	$72.81	Disposed	5531	Direct
2017-05-09	Common Stock	M	1854	$22.94	Acquired	7385	Direct
2017-05-09	Common Stock	D	585	$72.81	Disposed	6800	Direct
2017-05-09	Common Stock	F	381	$72.81	Disposed	6419	Direct
2017-05-09	Common Stock	M	2257	$53.29	Acquired	8676	Direct
2017-05-09	Common Stock	D	1652	$72.81	Disposed	7024	Direct
2017-05-09	Common Stock	F	182	$72.81	Disposed	6842	Direct
2017-05-09	Common Stock	M	5409	$44.79	Acquired	12251	Direct
2017-05-09	Common Stock	D	3328	$72.81	Disposed	8923	Direct
2017-05-09	Common Stock	F	625	$72.81	Disposed	8298	Direct
2017-05-09	Common Stock	M	453	$48.39	Acquired	8751	Direct
2017-05-09	Common Stock	D	302	$72.81	Disposed	8449	Direct
2017-05-09	Common Stock	F	46	$72.81	Disposed	8403	Direct
2017-05-09	Common Stock	M	3914	$30.44	Acquired	12317	Direct
2017-05-09	Common Stock	D	1638	$72.81	Disposed	10679	Direct
2017-05-09	Common Stock	F	684	$72.81	Disposed	9995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$20.14	M	3600	Disposed	2017-12-31	Common Stock (3600)	Direct
2017-05-09	Stock Appreciation Rights	$21.57	M	600	Disposed	2018-02-28	Common Stock (600)	Direct
2017-05-09	Stock Appreciation Rights	$6.82	M	1840	Disposed	2019-02-27	Common Stock (1840)	Direct
2017-05-09	Stock Appreciation Rights	$22.94	M	1854	Disposed	2020-05-07	Common Stock (1854)	Direct
2017-05-09	Stock Appreciation Rights	$53.29	M	2257	Disposed	2021-05-18	Common Stock (2257)	Direct
2017-05-09	Stock Appreciation Rights	$44.79	M	5409	Disposed	2022-05-31	Common Stock (5409)	Direct
2017-05-09	Stock Appreciation Rights	$48.39	M	453	Disposed	2022-09-01	Common Stock (453)	Direct
2017-05-09	Stock Appreciation Rights	$30.44	M	3914	Disposed	2025-03-02	Common Stock (3914)	Direct

Footnotes

F1: The reporting person received 1,822 shares of common stock upon the net exercise of the 3,600 stock appreciation rights ("SARS"). The reporting person forfeited 996 shares of common stock underlying the SARS in payment of the exercise price and 782 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 295 shares of common stock upon the net exercise of the 600 SARs. The reporting person forfeited 178 shares of common stock underlying the SARS in payment of the exercise price and 127 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 1,166 shares of common stock upon the net exercise of the 1,840 SARs. The reporting person forfeited 173 shares of common stock underlying the SARS in payment of the exercise price and 501 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 888 shares of common stock upon the net exercise of the 1,854 SARs. The reporting person forfeited 585 shares of common stock underlying the SARS in payment of the exercise price and 381 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 423 shares of common stock upon the net exercise of the 2,257 SARs. The reporting person forfeited 1,652 shares of common stock underlying the SARS in payment of the exercise price and 182 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: The reporting person received 1,456 shares of common stock upon the net exercise of the 5,409 SARs. The reporting person forfeited 3,328 shares of common stock underlying the SARS in payment of the exercise price and 625 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.

F7: The reporting person received 105 shares of common stock upon the net exercise of the 453 SARS. The reporting person forfeited 302 shares of common stock underlying the SARS in payment of the exercise price and 46 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.

F8: The reporting person received 1,592 shares of common stock upon the net exercise of the 3,914 SARs. The reporting person forfeited 1,638 shares of common stock underlying the SARS in payment of the exercise price and 684 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.

F9: Consists of 9,787 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.