HERBALIFE LTD. — Director's Dealing 2018

Feb 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-01-31

Reporting Person: Schissel Mark J (EVP, WW Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-31	Common Stock	M	8631	$59.98	Acquired	9831	Direct
2018-01-31	Common Stock	D	6238	$82.99	Disposed	3593	Direct
2018-01-31	Common Stock	F	883	$82.99	Disposed	2710	Direct
2018-01-31	Common Stock	M	1259	$62.51	Acquired	3969	Direct
2018-01-31	Common Stock	D	949	$82.99	Disposed	3020	Direct
2018-01-31	Common Stock	F	108	$82.99	Disposed	2912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-31	Stock Appreciation Rights	$59.98	M	8631	Disposed	2024-04-30	Common Stock (8631)	Direct
2018-01-31	Stock Appreciation Rights	$62.51	M	1259	Disposed	2026-05-09	Common Stock (1259)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2017.

F2: The reporting person received 1,510 shares of common stock upon the net exercise of the 8,631 Stock Appreciation Rights ("SARs"). The reporting person forfeited 6,238 shares of common stock underlying the SARs in payment of the exercise price and 883 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 31, 2018 of $82.99.

F3: The reporting person received 202 shares of common stock upon the net exercise of the 1,259 SARs. The reporting person forfeited 949 shares of common stock underlying the SARs in payment of the exercise price and 108 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 31, 2018 of $82.99.

F4: Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018 and the remaining 60% will vest on May 9, 2019.