HERBALIFE LTD. — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2017-02-23

Reporting Person: PEZZULLO DAVID (EVP WW Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Stock Appreciation Rights	$30.44	A	10603	Acquired	2025-03-02	Common Stock (10603)	Direct
2017-02-23	Stock Appreciation Rights	$62.51	A	4367	Acquired	2026-05-09	Common Stock (4367)	Direct

Footnotes

F1: On March 2, 2015, the reporting person was granted an award of 53,017 stock appreciation rights ("SARs"). The amount and timing of the vesting of these SARs is dependent upon the achievement by Herbalife Ltd. (the "Company") of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria for 2016 was met, resulting in 10,603 SARs which will vest on March 2, 2017.

F2: On May 9, 2016, the reporting person was granted an award of 21,834 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2016 was met, resulting in 4,367 SARs which will vest on May 9, 2017.