SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Henig Yair Steve

(Last)

(First)

(Middle)

1800 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2008

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	17,732	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Option (Right to Buy)	⁽²⁾	07/18/2015	Common Stock	45,000	$23.4	D
Stock Appreciation Rights	⁽³⁾	03/23/2016	Common Stock	31,500	$32.79	D
Stock Appreciation Rights	⁽⁴⁾	05/29/2017	Common Stock	26,083	$40.25	D
Stock Appreciation Rights	⁽⁵⁾	02/28/2018	Common Stock	20,906	$43.13	D
Stock Appreciation Rights	⁽⁶⁾	11/30/2016	Common Stock	5,000	$38.96	D

Explanation of Responses:

1. Consists of grants of restricted stock units awarded under the Herbalife Ltd. 2005 Stock Incentive Plan, dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan, and personally owned shares.

2. Stock Appreciation Right vests in 5% quarterly increments commencing on September 30, 2005, and thereafter on the last day of each subsequent calendar quarter until the options become fully vested.

3. Stock Appreciation Right vests in 5% quarterly increments commencing on March 31, 2006, and thereafter on the last day of each subsequent calendar quarter until the options become fully vested.

4. Stock Appreciation Right vests in 20% increments commencing on May 29, 2008 and on May 29, 2009 with the remaining 60% increment vesting on May 29, 2010.

5. Stock Appreciation Right vests in 20% increments commencing on February 28, 2009 and on February 28, 2010 with the remaining 60% increment vesting on February 28, 2011.

6. Stock Appreciation Right vests in 5% quarterly increments commencing on December 31, 2006, and thereafter on the last day of each subsequent calendar quarter until the options become fully vested.

Remarks:

	Vicki Tuchman by Power of Attorney	05/12/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.