SEC FORM 4

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^*

JOHNSON MICHAEL

(Last)

(First)

(Middle)

800 W. OLYMPIC BOULEVARD, #406

(Street)

LOS ANGELES

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2011		M		197,062	A	$12.32	1,047,017⁽¹⁾	D
Common Stock	11/01/2011		S⁽²⁾		37,100	D	$56.19⁽³⁾	1,009,917	D
Common Stock	11/01/2011		S⁽²⁾		112,815	D	$57.35⁽⁴⁾	897,102	D
Common Stock	11/01/2011		S⁽²⁾		26,582	D	$58⁽⁵⁾	870,520	D
Common Stock								79,420⁽⁶⁾	I	Beneficially owned through Spouse's GRAT
Common Stock								79,420⁽⁷⁾	I	Beneficially owned through GRAT
Common Stock								113,042	I	Beneficially owned through Michael O. Johnson IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$12.32	11/01/2011		M			197,062	⁽⁸⁾	04/03/2013	Common Stock	197,062	$0.00	394,122	D

Explanation of Responses:

1. The number of shares reported as beneficially owned by the reporting person following this transaction has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the reporting person's GRAT and 30,580 shares formerly held in the GRAT of the reporting person's spouse into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2011.

3. This transaction was executed in multiple trades at prices ranging from $55.80 to $56.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $56.80 to $57.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $57.80 to $58.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. The number of shares reported as beneficially owned by the reporting person's GRAT has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the reporting person's GRAT into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.

7. The number of shares reported as beneficially owned by the GRAT of the reporting person's spouse has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the GRAT of the reporting person's spouse into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.

8. These options were fully vested as of June 30, 2008.

Remarks:

	Michael O. Johnson by Brett R. Chapman, Attorney-in-Fact	11/03/2011
	** 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.
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.