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: Lamberti Frank (SVP, Managing Dir. -North Asia)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Stock Appreciation Rights	$54.75	A	1567	Acquired	2026-02-28	Common Stock (1567)	Direct
2017-02-23	Stock Appreciation Rights	$62.51	A	3359	Acquired	2026-05-09	Common Stock (3359)	Direct

Footnotes

F1: On February 29, 2016, the reporting person was granted an award of 7,837 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 2016, 2017 and 2018. The performance criteria for 2016 was met, resulting in 1,567 SARs which will vest on February 28, 2017.

F2: On May 9, 2016, the reporting person was granted an award of 16,795 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 3,359 SARs which will vest on May 9, 2017.