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
2018-02-27	Common Stock	M	16250	$53.29	Acquired	28684	Direct
2018-02-27	Common Stock	D	9995	$86.64	Disposed	18689	Direct
2018-02-27	Common Stock	F	3415	$86.64	Disposed	15274	Direct
2018-02-27	Common Stock	M	24590	$44.79	Acquired	39864	Direct
2018-02-27	Common Stock	D	12713	$86.64	Disposed	27151	Direct
2018-02-27	Common Stock	F	6485	$86.64	Disposed	20666	Direct
2018-02-27	Common Stock	M	19245	$59.98	Acquired	39911	Direct
2018-02-27	Common Stock	D	13324	$86.64	Disposed	26587	Direct
2018-02-27	Common Stock	F	3234	$86.64	Disposed	23353	Direct
2018-02-27	Common Stock	M	6697	$37.70	Acquired	30050	Direct
2018-02-27	Common Stock	D	2915	$86.64	Disposed	27135	Direct
2018-02-27	Common Stock	F	2066	$86.64	Disposed	25069	Direct
2018-02-27	Common Stock	M	13050	$30.44	Acquired	38119	Direct
2018-02-27	Common Stock	D	4586	$86.64	Disposed	33533	Direct
2018-02-27	Common Stock	F	4622	$86.64	Disposed	28911	Direct
2018-02-27	Common Stock	M	5000	$47.80	Acquired	33911	Direct
2018-02-27	Common Stock	D	2760	$86.64	Disposed	31151	Direct
2018-02-27	Common Stock	F	1224	$86.64	Disposed	29927	Direct
2018-02-27	Common Stock	M	4237	$22.94	Acquired	5627	Indirect
2018-02-27	Common Stock	D	1122	$86.64	Disposed	4505	Indirect
2018-02-27	Common Stock	F	1567	$86.64	Disposed	2938	Indirect
2018-02-27	Common Stock	M	3472	$53.29	Acquired	6410	Indirect
2018-02-27	Common Stock	D	2136	$86.64	Disposed	4274	Indirect
2018-02-27	Common Stock	F	672	$86.64	Disposed	3602	Indirect
2018-02-27	Common Stock	M	5409	$44.79	Acquired	9011	Indirect
2018-02-27	Common Stock	D	2797	$86.64	Disposed	6214	Indirect
2018-02-27	Common Stock	F	1314	$86.64	Disposed	4900	Indirect
2018-02-27	Common Stock	M	3464	$59.98	Acquired	8364	Indirect
2018-02-27	Common Stock	D	2399	$86.64	Disposed	5965	Indirect
2018-02-27	Common Stock	F	536	$86.64	Disposed	5429	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-27	Stock Appreciation Rights	$53.29	M	16250	Disposed	2021-05-18	Common Stock (16250)	Direct
2018-02-27	Stock Appreciation Rights	$44.79	M	24590	Disposed	2022-05-21	Common Stock (24590)	Direct
2018-02-27	Stock Appreciation Rights	$59.98	M	19245	Disposed	2024-04-30	Common Stock (19245)	Direct
2018-02-27	Stock Appreciation Rights	$37.70	M	6697	Disposed	2025-01-01	Common Stock (6697)	Direct
2018-02-27	Stock Appreciation Rights	$30.44	M	13050	Disposed	2025-03-02	Common Stock (13050)	Direct
2018-02-27	Stock Appreciation Rights	$47.80	M	5000	Disposed	2025-05-07	Common Stock (5000)	Direct
2018-02-27	Stock Appreciation Rights	$22.94	M	4237	Disposed	2020-05-07	Common Stock (4237)	Indirect
2018-02-27	Stock Appreciation Rights	$53.29	M	3472	Disposed	2021-05-18	Common Stock (3472)	Indirect
2018-02-27	Stock Appreciation Rights	$44.79	M	5409	Disposed	2022-05-31	Common Stock (5409)	Indirect
2018-02-27	Stock Appreciation Rights	$59.98	M	3464	Disposed	2024-04-30	Common Stock (3464)	Indirect

Footnotes

F1: The reporting person received 2,840 shares of common stock upon the net exercise of 16,250 stock appreciation rights ("SARs"). The reporting person forfeited 9,995 shares of common stock underlying the SARs in payment of the exercise price and 3,415 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F2: The reporting person received 5,392 shares of common stock upon the net exercise of 24,590 SARs. The reporting person forfeited 12,713 shares of common stock underlying the SARs in payment of the exercise price and 6,485 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F3: The reporting person received 2,687 shares of common stock upon the net exercise of 19,245 SARs . The reporting person forfeited 13,324 shares of common stock underlying the SARs in payment of the exercise price and 3,234 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F4: The reporting person received 1,716 shares of common stock upon the net exercise of 6,697 SARs. The reporting person forfeited 2,915 shares of common stock underlying the SARs in payment of the exercise price and 2,066 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F5: The reporting person received 3,842 shares of common stock upon the net exercise of 13,050 SARs. The reporting person forfeited 4,586 shares of common stock underlying the SARs in payment of the exercise price and 4,622 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F6: The reporting person received 1,016 shares of common stock upon the net exercise of 5,000 SARs. The reporting person forfeited 2,760 shares of common stock underlying the SARs in payment of the exercise price and 1,224 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F7: The reporting person's wife received 1,548 shares of common stock upon the net exercise of 4,237 SARs . The reporting person forfeited 1,122 shares of common stock underlying the SARs in payment of the exercise price and 1,567 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F8: The reporting person's wife received 664 shares of common stock upon the net exercise of 3,472 SARs. The reporting person forfeited 2,136 shares of common stock underlying the SARs in payment of the exercise price and 672 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F9: The reporting person's wife received 1,298 shares of common stock upon the net exercise of 5,409 SARs. The reporting person forfeited 2,797 shares of common stock underlying the SARs in payment of the exercise price and 1,314 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

F10: The reporting person's wife received 529 shares of common stock upon the net exercise of 3,464 SARs. The reporting person forfeited 2,399 shares of common stock underlying the SARs in payment of the exercise price and 536 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.

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.

F12: Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of May 7, 2016 and May 7, 2017, and the remaining 60% will vest May 7, 2018.