HERBALIFE LTD. — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-04-02

Reporting Person: Harms Thomas (SVP, China & APAC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Common Stock	M	9176	$30.44	Acquired	13810	Direct
2018-04-02	Common Stock	D	2869	$97.38	Disposed	10941	Direct
2018-04-02	Common Stock	F	3128	$97.38	Disposed	7813	Direct
2018-04-02	Common Stock	M	6639	$59.98	Acquired	14452	Direct
2018-04-02	Common Stock	D	4090	$97.38	Disposed	10362	Direct
2018-04-02	Common Stock	F	1265	$97.38	Disposed	9097	Direct
2018-04-02	Common Stock	M	11803	$44.79	Acquired	20900	Direct
2018-04-02	Common Stock	D	5429	$97.38	Disposed	15471	Direct
2018-04-02	Common Stock	F	3161	$97.38	Disposed	12310	Direct
2018-04-02	Common Stock	M	4167	$53.29	Acquired	16477	Direct
2018-04-02	Common Stock	D	2281	$97.38	Disposed	14196	Direct
2018-04-02	Common Stock	F	684	$97.38	Disposed	13512	Direct
2018-04-02	Common Stock	M	5032	$22.94	Acquired	18544	Direct
2018-04-02	Common Stock	D	1186	$97.38	Disposed	17358	Direct
2018-04-02	Common Stock	F	1331	$97.38	Disposed	16027	Direct
2018-04-04	Common Stock	S	11393	$95.98	Disposed	4634	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-02	Stock Appreciation Right	$30.44	M	9176	Disposed	2025-03-02	Common Stock (9176)	Direct
2018-04-02	Stock Appreciation Right	$59.98	M	6639	Disposed	2024-04-30	Common Stock (6639)	Direct
2018-04-02	Stock Appreciation Right	$44.79	M	11803	Disposed	2022-05-31	Common Stock (11803)	Direct
2018-04-02	Stock Appreciation Right	$53.29	M	4167	Disposed	2021-05-18	Common Stock (4167)	Direct
2018-04-02	Stock Appreciation Right	$22.94	M	5032	Disposed	2020-05-07	Common Stock (5032)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2018.

F2: The reporting person received 3,179 shares of common stock upon the net exercise of 9,176 stock appreciation rights ("SARs"). The reporting person forfeited 2,869 shares of common stock underlying such SARs in payment of the exercise price and 3,128 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018 of $97.38.

F3: The reporting person received 1,284 shares of common stock upon the net exercise of 6,639 SARs. The reporting person forfeited 4,090 shares of common stock underlying such SARs in payment of the exercise price and 1,265 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

F4: The reporting person received 3,213 shares of common stock upon the net exercise of 11,803 SARs. The reporting person forfeited 5,429 shares of common stock underlying such SARs in payment of the exercise price and 3,161 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

F5: The reporting person received 1,202 shares of common stock upon the net exercise of 4,167 SARs. The reporting person forfeited 2,281 shares of common stock underlying such SARs in payment of the exercise price and 684 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

F6: The reporting person received 2,515 shares of common stock upon the net exercise of 5,032 SARs. The reporting person forfeited 1,186 shares of common stock underlying such SARs in payment of the exercise price and 1,331 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.