HERBALIFE LTD. — Director's Dealing 2018

Feb 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-02-22

Reporting Person: JOHNSON MICHAEL (Director, Executive Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	Stock Appreciation Rights	$30.44	A	244698	Acquired	2025-03-02	Common Stock (244698)	Direct
2018-02-22	Stock Appreciation Rights	$47.80	A	33591	Acquired	2026-05-09	Common Stock (33591)	Direct
2018-02-22	Stock Appreciation Rights	$57.19	A	17655	Acquired	2027-02-27	Common Stock (17655)	Direct

Footnotes

F1: On March 2, 2015, the reporting person was granted an award of 407,830 stock appreciation rights ("SARs"). The amount and timing of the vesting of these SARs is dependent upon the achievement by Herbalife Ltd. (the "Company") of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria for 2017 was met, resulting in 244,698 SARs which will vest on March 2, 2018.

F2: On May 9, 2016, the reporting person was granted an award of 167,954 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2017 was met, resulting in 33,951 SARs which will vest on May 9, 2018.

F3: On February 27, 2017, the reporting person was granted an award of 88,276 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2017, 2018 and 2019. The performance criteria for 2017 was met, resulting in 17,655 SARs which will vest on February 27, 2018.