HERBALIFE LTD. — Director's Dealing 2018

Jan 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-01-24

Reporting Person: Chiu Shin-Shing Bosco (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-24	Common Stock	M	1000	$27.79	Acquired	1000	Direct
2018-01-24	Common Stock	D	356	$78.21	Disposed	644	Direct
2018-01-24	Common Stock	F	223	$78.21	Disposed	421	Direct
2018-01-24	Common Stock	M	5417	$53.29	Acquired	5838	Direct
2018-01-24	Common Stock	D	3691	$78.21	Disposed	2147	Direct
2018-01-24	Common Stock	F	597	$78.21	Disposed	1550	Direct
2018-01-24	Common Stock	M	2561	$55.90	Acquired	4111	Direct
2018-01-24	Common Stock	D	1831	$78.21	Disposed	2280	Direct
2018-01-24	Common Stock	F	253	$78.21	Disposed	2027	Direct
2018-01-24	Common Stock	M	2295	$44.79	Acquired	4322	Direct
2018-01-24	Common Stock	D	1315	$78.21	Disposed	3007	Direct
2018-01-24	Common Stock	F	340	$78.21	Disposed	2667	Direct
2018-01-26	Common Stock	S	2667	$78.54	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-24	Stock Appreciation Rights	$27.79	M	1000	Disposed	2020-08-31	Common Stock (1000)	Direct
2018-01-24	Stock Appreciation Rights	$53.29	M	5417	Disposed	2021-05-18	Common Stock (5417)	Direct
2018-01-24	Stock Appreciation Rights	$55.90	M	2561	Disposed	2021-12-01	Common Stock (2561)	Direct
2018-01-24	Stock Appreciation Rights	$44.79	M	2295	Disposed	2022-05-31	Common Stock (2295)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 9, 2017.

F2: The reporting person received 421 shares of common stock upon the net exercise of 1,000 stock appreciation rights ("SARs"). The reporting person forfeited 356 shares of common stock underlying such SARS in payment of the exercise price and 223 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.

F3: The reporting person received 1,129 shares of common stock upon the net exercise of 5,417 SARs. The reporting person forfeited 3,691 shares of common stock underlying such SARS in payment of the exercise price and 597 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.

F4: The reporting person received 477 shares of common stock upon the net exercise of 2,561 SARs. The reporting person forfeited 1,831 shares of common stock underlying such SARS in payment of the exercise price and 253 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.

F5: The reporting person received 640 shares of common stock upon the net exercise of 2,295 SARs. The reporting person forfeited 1,315 shares of common stock underlying such SARS in payment of the exercise price and 340 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 24, 2018 of $78.21.