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^*

Fernandez Calero Miguel Angel

(Last)

(First)

(Middle)

800 W. OLYMPIC BLVD., SUITE 406

(Street)

LOS ANGELES

90027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2009

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)
	SVP/Managing Director Mexico

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	684	D
Common Stock⁽¹⁾	705⁽²⁾	D
Common Stock⁽³⁾	692⁽²⁾	D
Common Stock⁽⁴⁾	1,841⁽²⁾	D
Common Stock⁽⁵⁾	1,104⁽²⁾	D
Common Stock⁽⁶⁾	3,923⁽²⁾	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)
Stock Appreciation Rights	⁽⁷⁾	11/30/2017	Common Stock	6,300	$41.87	D
Stock Appreciation Rights	⁽⁸⁾	02/28/2018	Common Stock	2,750	$43.13	D
Stock Appreciation Rights	⁽⁹⁾	02/27/2019	Common Stock	9,300	$13.64	D
Stock Appreciation Rights	⁽¹⁰⁾	02/27/2019	Common Stock	5,000	$13.64	D
Stock Appreciation Rights	⁽¹¹⁾	08/31/2019	Common Stock	10,000	$30.28	D

Explanation of Responses:

1. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock on vesting. The units subject to the grant vest in one-third increments. One increment vested on 12/30/2008 and the remaining two will vest on 11/30/2009 and 11/30/2010, respectively.

2. Includes dividend equivalents accrued with respect to this award of restricted stock units under the Herbalife Ltd. 2005 Stock Incentive Plan.

3. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments. One increment vested on 03/28/2009 and the remaining two will vest on 02/28/2010 and 02/28/2011, respectively.

4. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 02/27/2012, 02/27/2013 and 02/27/2014.

5. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 03/27/2010, 02/27/2011 and 02/27/2012.

6. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 09/30/2010, 08/31/2011 and 08/31/2012.

7. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 11/30/2008, 20% will vest on 11/30/2009 and the remaining 60% will vest on 11/30/2010.

8. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 02/28/2009, 20% will vest on 02/28/2010 and the remaining 60% will vest on 02/28/2011.

9. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 02/27/2010, 20% will vest on 02/27/2011 and the remaining 60% will vest on 02/27/2012.

10. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 02/27/2012, 20% will vest on 02/27/2013 and the remaining 60% will vest on 02/27/2014.

11. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 08/31/2010, 20% will vest on 08/31/2011 and the remaining 60% will vest on 08/31/2012.

Remarks:

	Miguel Fernandez Calero by Brett R. Chapman, Attorney-in-Fact	09/21/2009
	** 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.
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