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: Fleming Ibelis (SVP/Managing Dir North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	4874	$22.94	Acquired	4874	Direct
2017-05-09	Common Stock	D	1536	$72.81	Disposed	3338	Direct
2017-05-09	Common Stock	F	1255	$72.81	Disposed	2083	Direct
2017-05-09	Common Stock	M	8000	$32.67	Acquired	10083	Direct
2017-05-09	Common Stock	D	3590	$72.81	Disposed	6493	Direct
2017-05-09	Common Stock	F	1667	$72.81	Disposed	4826	Direct
2017-05-09	Common Stock	M	13050	$30.44	Acquired	17876	Direct
2017-05-09	Common Stock	D	5456	$72.81	Disposed	12420	Direct
2017-05-09	Common Stock	F	3964	$72.81	Disposed	8456	Direct
2017-05-11	Common Stock	S	8456	$71.54	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$22.94	M	4874	Disposed	2020-05-07	Common Stock (4874)	Direct
2017-05-09	Stock Appreciation Rights	$32.665	M	8000	Disposed	2021-01-31	Common Stock (8000)	Direct
2017-05-09	Stock Appreciation Rights	$30.44	M	13050	Disposed	2025-03-02	Common Stock (13050)	Direct

Footnotes

F1: The reporting person received 2,083 shares of common stock upon the net exercise of the 4,874 stock appreciation rights ("SARs"). The reporting person forfeited 1,536 shares of common stock underlying the SARS in payment of the exercise price and 1,255 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 2,743 shares of common stock upon the net exercise of the 8,000 SARS. The reporting person forfeited 3,590 shares of common stock underlying the SARS in payment of the exercise price and 1,667 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 3,630 shares of common stock upon the net exercise of the 13,050 SARS. The reporting person forfeited 5,456 shares of common stock underlying the SARS in payment of the exercise price and 3,964 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: This transaction was executed in multiple trades at prices ranging from $71.37 to $71.67. The price reported reflects the weighted average sale price of $71.5345. 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.

F5: Consists of 32,626 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.