HERBALIFE LTD. — Director's Dealing 2018

Mar 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-02-28

Reporting Person: Aspauza Jossie (VP, SAM/CAM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Common Stock	M	2512	$79.58	Acquired	14592	Direct
2018-02-28	Common Stock	D	2171	$92.10	Disposed	12421	Direct
2018-02-28	Common Stock	F	103	$92.10	Disposed	12318	Direct
2018-02-28	Common Stock	M	3752	$59.98	Acquired	16070	Direct
2018-02-28	Common Stock	D	2444	$92.10	Disposed	13626	Direct
2018-02-28	Common Stock	F	393	$92.10	Disposed	13233	Direct
2018-02-28	Common Stock	M	1048	$62.51	Acquired	14281	Direct
2018-02-28	Common Stock	D	712	$92.10	Disposed	13569	Direct
2018-02-28	Common Stock	F	102	$92.10	Disposed	13467	Direct
2018-02-28	Common Stock	M	1102	$57.19	Acquired	14569	Direct
2018-02-28	Common Stock	D	685	$92.10	Disposed	13884	Direct
2018-02-28	Common Stock	F	126	$92.10	Disposed	13758	Direct
2018-02-28	Common Stock	S	9995	$90.38	Disposed	3763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-28	Stock Appreciation Rights	$79.58	M	2512	Disposed	2023-12-19	Common Stock (2512)	Direct
2018-02-28	Stock Appreciation Rights	$59.98	M	3752	Disposed	2024-04-30	Common Stock (3752)	Direct
2018-02-28	Stock Appreciation Rights	$62.51	M	1048	Disposed	2026-05-09	Common Stock (1048)	Direct
2018-02-28	Stock Appreciation Rights	$57.19	M	1102	Disposed	2027-02-27	Common Stock (1102)	Direct

Footnotes

F1: The reporting person received 238 shares of common stock upon the net exercise of 2,512 stock appreciation rights ("SARs"). The reporting person forfeited 2,171 shares of common stock underlying the SARs in payment of the exercise price and 103 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.

F2: The reporting person received 915 shares of common stock upon the net exercise of 3,752 SARs. The reporting person forfeited 2,444 shares of common stock underlying the SARs in payment of the exercise price and 393 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.

F3: The reporting person received 234 shares of common stock upon the net exercise of 1,048 SARs. The reporting person forfeited 712 shares of common stock underlying the SARs in payment of the exercise price and 102 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.

F4: The reporting person received 291 shares of common stock upon the net exercise of 1,102 SARs The reporting person forfeited 685 shares of common stock underlying the SARs in payment of the exercise price and 126 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.

F5: This transaction was executed in multiple trades at prices ranging from $90.11 to $90.65. The price reported reflects the weighted average sale price of $90.38. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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

F7: Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested February 27, 2018, 20% will vest February 27, 2019, and the remaining 60% will vest February 27, 2020.