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: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Stock	M	24000	$15.14	Acquired	29488	Direct
2017-05-09	Common Stock	D	4991	$72.81	Disposed	24497	Direct
2017-05-09	Common Stock	F	10378	$72.81	Disposed	14119	Direct
2017-05-09	Common Stock	S	5488	$73.00	Disposed	8631	Direct
2017-05-11	Common Stock	S	8631	$71.74	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Stock Appreciation Rights	$15.14	M	24000	Disposed	2019-08-31	Common Stock (24000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2016.

F2: The total number of shares has been adjusted to include 4,628 shares inadvertently omitted from prior reports.

F3: The reporting person received 8,631 shares of common stock upon the net exercise of the 24,000 stock appreciation rights ("SARS"). The reporting person forfeited 4,991 shares of common stock underlying the SARS in payment of the exercise price and 10,378 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 $71.31 to $72.27. The price reported above reflects the average sale price of $72.27. 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.