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: Alzarez Jesus (VP, General Manager, Mexico)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	873	$62.51	Acquired	873	Direct
2017-05-09	Common Stock	D	750	$72.81	Disposed	123	Direct
2017-05-09	Common Stock	F	44	$72.81	Disposed	79	Direct
2017-05-09	Common Stock	M	3464	$59.98	Acquired	3543	Direct
2017-05-09	Common Stock	D	2854	$72.81	Disposed	689	Direct
2017-05-09	Common Stock	F	214	$72.81	Disposed	475	Direct
2017-05-09	Common Stock	M	1957	$30.44	Acquired	2432	Direct
2017-05-09	Common Stock	D	819	$72.81	Disposed	1613	Direct
2017-05-09	Common Stock	F	399	$72.81	Disposed	1214	Direct
2017-05-11	Common Stock	S	1214	$71.53	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$62.51	M	873	Disposed	2026-05-09	Common Stock (873)	Direct
2017-05-09	Stock Appreciation Rights	$59.98	M	3464	Disposed	2024-04-30	Common Stock (3464)	Direct
2017-05-09	Stock Appreciation Rights	$30.44	M	1957	Disposed	2025-03-02	Common Stock (1957)	Direct

Footnotes

F1: The reporting person received 79 shares of common stock upon the net exercise of the 873 stock appreciation rights ("SARs"). The reporting person forfeited 750 shares of common stock underlying Stock Appreciation Rights ("SARS") in payment of the exercise price and 44 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 396 shares of common stock upon the net exercise of the 3,464 SARS. The reporting person forfeited 2,854 shares of common stock underlying the SARS in payment of the exercise price and 214 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 739 shares of common stock upon the net exercise of the 1,957 SARS. The reporting person forfeited 819 shares of common stock underlying the SARS in payment of the exercise price and 399 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 $71.52 to $71.53. The price reported reflects the weighted average sale price of $71.5275. 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 4,366 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.

F6: 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.