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: Conchie Stephen (VP, Gen. Mgr. - Southeast Asia)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Stock Appreciation Rights	$62.51	A	1048	Acquired	2026-05-09	Common Stock (1048)	Direct
2017-02-23	Stock Appreciation Rights	$67.09	A	1522	Acquired	2026-08-05	Common Stock (1522)	Direct

Footnotes

F1: On May 9, 2016, the reporting person was granted an award of 5,240 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 1,048 SARs which will vest on May 9, 2017.

F2: On August 5, 2016, the reporting person was granted an award of 7,610 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 1,522 SARs which will vest on August 5, 2017.