HERBALIFE LTD. — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-02-28

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-28	Common Stock	M	290000	$20.125	Acquired	1886117	Direct
2017-02-28	Common Stock	D	103315	$56.49	Disposed	1782802	Direct
2017-02-28	Common Stock	F	100667	$56.49	Disposed	1682135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-28	Stock Appreciation Right	$20.125	M	290000	Disposed	2017-05-29	Common Stock (290000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31234	Indirect
Common Stock	113122	Indirect

Footnotes

F1: The reporting person received 86,018 shares of common stock upon the net exercise of the 290,000 stock appreciation rights ("SARS"). The reporting person forfeited 103,315 shares of common stock underlying the SARS in payment of the exercise price and 100,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on February 28, 2017 of $56.49.