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: GOUDIS RICHARD (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-26	Common Stock	A	14484	$0.00	Acquired	181453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-22	Stock Appreciation Rights	$30.44	A	73409	Acquired	2025-03-02	Common Stock (73409)	Direct
2018-02-22	Stock Appreciation Rights	$47.80	A	49950	Acquired	2025-05-07	Common Stock (49950)	Direct
2018-02-22	Stock Appreciation Rights	$62.51	A	12133	Acquired	2026-05-09	Common Stock (12133)	Direct
2018-02-22	Stock Appreciation Rights	$57.19	A	12754	Acquired	2027-02-27	Common Stock (12754)	Direct

Footnotes

F1: Consists of restricted stock units ("RSU") under the Herbalife Ltd. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Herbalife Ltd. common stock on vesting. This award will vest 20% each on February 26, 2019 and February 26, 2020, and 60% on February 26, 2021.

F2: On March 2, 2015, the reporting person was granted an award of 122,349 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 73,409 SARs which will vest on March 2, 2018.

F3: On May 7, 2015, the reporting person was granted an award of 83,250 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 49,950 SARs which will vest on May 7, 2018.

F4: On May 9, 2016, the reporting person was granted an award of 60,665 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 12,133 SARs which will vest on May 9, 2018.

F5: On February 27, 2017, the reporting person was granted an award of 63,771 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 12,754 SARs which will vest on February 27, 2018.