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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 09/08/2010
	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	09/08/2010		G(1)	V	25,259	D	$0.00	424,369	D
Common Stock	09/08/2010		G(1)	V	25,259	A	$0.00	449,628	D
Common Stock	09/08/2010		G(2)	V	55,000	D	$0.00	339,628(3)	D
Common Stock	09/08/2010		G(2)	V	55,000	A	$0.00	55,000	I	Beneficially owned through Spouse's GRAT(4)
Common Stock								55,000	I	Beneficially owned through GRAT(5)
Common Stock								56,561	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction is voluntarily filed to reflect the contribution by the reporting person of 25,259 shares of Herbalife's common stock to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.

2. On September 8, 2010, the reporting person and his spouse entered into a transmutation agreement pursuant to which the reporting person and his spouse agreed that 55,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of his spouse and 55,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person. Concurrently with the entry into this agreement, the reporting person's spouse contributed such shares to a grantor retained annuity trust for which she is the sole beneficiary and the initial trustee. Accordingly, such shares are now reported as indirectly owned by the reporting person through his spouse's grantor retained annuity trust.

3. The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 55,000 shares to reflect the contribution by the reporting person on September 8, 2010, of 55,000 shares of Herbalife common stock to a grantor retained annuity trust, the Michael O. Johnson Annuity Trust 2010, for which the reporting person is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through his grantor retained annuity trust. These 55,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person pursuant to the transmutation agreement referred to in footnote one.

4. The reporting person's spouse is the sole beneficiary and initial trustee of her grantor retained annuity trust.

5. The reporting person is the sole beneficiary and the initial trustee of the Michael O. Johnson Annuity Trust 2010.

Remarks:

	Michael O. Johnson by Brett R. Chapman, attorney-in-fact	09/10/2010
	** 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).
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