HERBALIFE LTD. — Director's Dealing 2018

Mar 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-03-05

Reporting Person: PEZZULLO DAVID (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Common Stock	M	19832	$22.94	Acquired	83358	Direct
2018-03-05	Common Stock	D	4826	$94.27	Disposed	78532	Direct
2018-03-05	Common Stock	F	7440	$94.27	Disposed	71092	Direct
2018-03-05	Common Stock	M	50000	$6.82	Acquired	121092	Direct
2018-03-05	Common Stock	D	3618	$94.27	Disposed	117474	Direct
2018-03-05	Common Stock	F	21969	$94.27	Disposed	95505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Stock Appreciation Rights	$22.94	M	19832	Disposed	2020-05-07	Common Stock (19832)	Direct
2018-03-05	Stock Appreciation Rights	$6.82	M	50000	Disposed	2019-02-27	Common Stock (50000)	Direct

Footnotes

F1: The reporting person received 7,566 shares of common stock upon the net exercise of the 19,832 stock appreciation rights ("SARs"). The reporting person forfeited 4,826 shares of common stock underlying SARs in payment of the exercise price and 7,440 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.

F2: The reporting person received 24,413 shares of common stock upon the net exercise of the 50,000 SARs. The reporting person forfeited 3,618 shares of common stock underlying the SARs in payment of the exercise price and 21,969 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.