HERBALIFE LTD. — Director's Dealing 2018

Mar 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-03-09

Reporting Person: LEVY ROBERT (EVP, The Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-09	Common Stock	M	33146	$6.82	Acquired	221457	Direct
2018-03-09	Common Stock	D	2272	$99.53	Disposed	219185	Direct
2018-03-09	Common Stock	F	16163	$99.53	Disposed	203022	Direct
2018-03-09	Common Stock	M	100000	$6.82	Acquired	303022	Direct
2018-03-09	Common Stock	D	6853	$99.53	Disposed	296169	Direct
2018-03-09	Common Stock	F	48763	$99.53	Disposed	247406	Direct
2018-03-09	Common Stock	M	24788	$6.82	Acquired	272194	Direct
2018-03-09	Common Stock	D	5714	$99.53	Disposed	266480	Direct
2018-03-09	Common Stock	F	9986	$99.53	Disposed	256494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-09	Stock Appreciation Rights	$6.82	M	33146	Disposed	2019-02-27	Common Stock (33146)	Direct
2018-03-09	Stock Appreciation Rights	$6.82	M	100000	Disposed	2019-02-27	Common Stock (100000)	Direct
2018-03-09	Stock Appreciation Rights	$22.94	M	24788	Disposed	2020-05-07	Common Stock (24788)	Direct

Footnotes

F1: The reporting person received 14,711 shares of common stock upon the net exercise of 33,146 stock appreciation rights ("SARs"). The reporting person forfeited 2,272 shares of common stock underlying such SARS in payment of the exercise price and 16,163 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.

F2: The reporting person received 44,384 shares of common stock upon the net exercise of 100,000 SARs. The reporting person forfeited 6,853 shares of common stock underlying such SARS in payment of the exercise price and 48,763 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.

F3: The reporting person received 9,088 shares of common stock upon the net exercise of 24,788 SARs. The reporting person forfeited 5,714 shares of common stock underlying such SARS in payment of the exercise price and 9,986 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 9, 2018 of $99.53.