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: 2018-02-27

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-28	Common Stock	M	15133	$79.58	Acquired	45060	Direct
2018-02-28	Common Stock	D	13077	$92.10	Disposed	31983	Direct
2018-02-28	Common Stock	F	1124	$92.10	Disposed	30859	Direct
2018-02-28	Common Stock	M	3359	$62.51	Acquired	34218	Direct
2018-02-28	Common Stock	D	2280	$92.10	Disposed	31938	Direct
2018-02-28	Common Stock	F	590	$92.10	Disposed	31348	Direct
2018-03-01	Common Stock	S	15104	$91.61	Disposed	16244	Direct
2018-03-01	Common Stock	S	8900	$92.32	Disposed	7344	Direct
2018-03-01	Common Stock	S	100	$93.06	Disposed	7244	Direct
2018-02-27	Common Stock	M	2936	$30.44	Acquired	8365	Indirect
2018-02-27	Common Stock	D	1032	$92.10	Disposed	7333	Indirect
2018-02-27	Common Stock	F	958	$92.10	Disposed	6375	Indirect
2018-02-28	Common Stock	M	2723	$79.58	Acquired	9098	Indirect
2018-02-28	Common Stock	D	2353	$92.10	Disposed	6745	Indirect
2018-02-28	Common Stock	F	187	$92.10	Disposed	6558	Indirect
2018-02-28	Common Stock	M	655	$62.51	Acquired	7213	Indirect
2018-02-28	Common Stock	D	445	$92.10	Disposed	6768	Indirect
2018-02-28	Common Stock	F	106	$92.10	Disposed	6662	Indirect
2018-03-01	Common Stock	S	4985	$92.08	Disposed	1677	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-28	Stock Appreciation Rights	$79.58	M	15133	Disposed	2023-12-19	Common Stock (15133)	Direct
2018-02-28	Stock Appreciation Rights	$62.51	M	3359	Disposed	2026-05-09	Common Stock (3359)	Direct
2018-02-27	Stock Appreciation Rights	$30.44	M	2936	Disposed	2025-03-02	Common Stock (2936)	Indirect
2018-02-28	Stock Appreciation Rights	$79.58	M	2723	Disposed	2023-12-19	Common Stock (2723)	Indirect
2018-02-28	Stock Appreciation Rights	$62.51	M	655	Disposed	2026-05-09	Common Stock (655)	Indirect

Footnotes

F1: The reporting person received 932 shares of common stock upon the net exercise of 15,133 stock appreciation rights ("SARs"). The reporting person forfeited 13,077 shares of common stock underlying the SARs in payment of the exercise price and 1,124 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 489 shares of common stock upon the net exercise of 3,359 SARs. The reporting person forfeited 2,280 shares of common stock underlying the SARs in payment of the exercise price and 590 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: This transaction includes a sale of 17,493 shares pursuant to reporting persons 10b5-1 plan.

F4: This transaction was executed in multiple trades at prices ranging from $90.92 to $91.91. The price reported reflects the weighted average sale price of $91.61. 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.

F5: This transaction was executed in multiple trades at prices ranging from $91.92 to $92.90. The price reported reflects the weighted average sale price of $92.32. 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: The reporting person received 946 shares of common stock upon the net exercise of 2,936 SARs. The reporting person forfeited 1,032 shares of common stock underlying the SARs in payment of the exercise price and 958 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.

F7: The reporting person received 183 shares of common stock upon the net exercise of 2,723 SARs. The reporting person forfeited 2,353 shares of common stock underlying the SARs in payment of the exercise price and 187 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.

F8: The reporting person received 104 shares of common stock upon the net exercise of 655 SARs. The reporting person forfeited 445 shares of common stock underlying the SARs in payment of the exercise price and 106 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.

F9: This transaction was effected pursuant to a Rule 10b5-1 trading plan.

F10: Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested May 9, 2016 and 20% will vest May 9, 2017, and the remaining 60% will vest May 9, 2018.

F11: Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of March 2, 2016 and March 2, 2017, and the remaining 60% will vest March 2, 2018.