SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHAPMAN BRETT
(Last) (First) (Middle)
800 W. OLYMPIC BOULEVARD, #406
(Street)
LOS ANGELES CA 90015
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2010
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/15/2010 M 45,833 A $15.5 98,758 D
Common Stock 07/15/2010 M 37,500 A $15 136,258 D
Common Stock 07/15/2010 S(1) 83,300 D $50 52,958 D
Common Stock 07/15/2010 S(1) 33 D $50.01 52,925 D
Common Stock 07/15/2010 M 28,350 A $32.79 81,275 D
Common Stock 07/15/2010 D 22,795 D $50.06 58,480 D
Common Stock 07/15/2010 M 26,083 A $40.25 84,563 D
Common Stock 07/15/2010 D 23,358 D $50.06 61,205 D
Common Stock 07/15/2010 M 8,878 A $43.13 70,083 D
Common Stock 07/15/2010 D 8,223 D $50.06 61,860 D
Common Stock 07/15/2010 M 4,439 A $13.64 66,299 D
Common Stock 07/15/2010 D 2,718 D $50.06 63,581 D
Common Stock 100 I By children(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $15.5 07/15/2010 M 45,833 (3) 12/01/2014 Common Stock 45,833 $0.00 0 D
Non-Qualified Stock Option (Right to Buy) $15 07/15/2010 M 37,500 (4) 04/27/2015 Common Stock 37,500 $0.00 0 D
Stock Appreciation Rights $32.79 07/15/2010 M 28,350 (5) 03/23/2016 Common Stock 28,350 $0.00 3,150 D
Stock Appreciation Rights $40.25 07/15/2010 M 26,083 (6) 05/29/2017 Common Stock 26,083 $0.00 0 D
Stock Appreciation Rights $43.13 07/15/2010 M 8,878 (7) 02/28/2018 Common Stock 8,878 $0.00 13,317 D
Stock Appreciation Rights $13.64 07/15/2010 M 4,439 (8) 02/27/2019 Common Stock 4,439 $0.00 17,756 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 25, 2010.
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
3. These options were fully vested and exercisable as of December 1, 2007.
4. These options were fully vested and exercisable as of April 27, 2008.
5. This award of stock appreciation rights vests in increments of 1,575 at the end of each calendar quarter from March 31, 2006 through December 31, 2010.
6. This award of stock appreciation rights was fully vested and exercisable as of May 29, 2010.
7. This award of stock appreciation rights vests in increments of 20%, 20% and 60% on each of February 28, 2009, February 28, 2010, and February 28, 2011, respectively.
8. This award of stock appreciation rights vests in increments of 20%, 20% and 60% on each of February 27, 2010, February 27, 2011, and February 27, 2012, respectively.
Remarks:
Brett R. Chapman 07/19/2010
** 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 4 (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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