HERBALIFE LTD. — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-03-02

Reporting Person: Hoffman Alan L (EVP, Global Corporate Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	67243	$50.98	Acquired	69125	Direct
2018-03-02	Common Stock	D	36192	$94.72	Disposed	32933	Direct
2018-03-02	Common Stock	F	15396	$94.72	Disposed	17537	Direct
2018-03-02	Common Stock	M	31219	$50.98	Acquired	48756	Direct
2018-03-02	Common Stock	D	16803	$94.72	Disposed	31953	Direct
2018-03-02	Common Stock	F	5578	$94.72	Disposed	26375	Direct
2018-03-02	Common Stock	M	4590	$57.19	Acquired	30965	Direct
2018-03-02	Common Stock	D	2772	$94.72	Disposed	28193	Direct
2018-03-02	Common Stock	F	902	$94.72	Disposed	27291	Direct
2018-03-02	Common Stock	M	4367	$62.51	Acquired	31658	Direct
2018-03-02	Common Stock	D	2882	$94.72	Disposed	28776	Direct
2018-03-02	Common Stock	F	737	$94.72	Disposed	28039	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Stock Appreciation Rights	$50.98	M	67243	Disposed	2024-09-01	Common Stock (67243)	Direct
2018-03-02	Stock Appreciation Rights	$50.98	M	31219	Disposed	2024-09-01	Common Stock (31219)	Direct
2018-03-02	Stock Appreciation Rights	$57.19	M	4590	Disposed	2027-02-27	Common Stock (4590)	Direct
2018-03-02	Stock Appreciation Rights	$62.51	M	4367	Disposed	2026-05-09	Common Stock (4367)	Direct

Footnotes

F1: The reporting person received 15,655 shares of common stock upon the net exercise of the 67,243 SARs. The reporting person forfeited 36,192 shares of common stock underlying the SARs in payment of the exercise price and 15,396 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.

F2: The reporting person received 8,838 shares of common stock upon the net exercise of the 31,219 SARs. The reporting person forfeited 16,803 shares of common stock underlying the SARs in payment of the exercise price and 5,578 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.

F3: The reporting person received 916 shares of common stock upon the net exercise of the 4,590 SARs. The reporting person forfeited 2,772 shares of common stock underlying SARs in payment of the exercise price and 902 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.

F4: The reporting person received 748 shares of common stock upon the net exercise of the 4,367 SARs. The reporting person forfeited 2,882 shares of common stock underlying SARs in payment of the exercise price and 737 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.

F5: Consists of 22,951 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on February 27, 2018, 20% will vest on February 27, 2019, and the remaining 60% will vest on February 27, 2020.

F6: Consists of 21,834 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018, and the remaining 60% will vest on May 9, 2019.