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*
GOUDIS RICHARD
(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)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2011
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)
Code V Amount (A) or (D) Price
Common Stock 09/09/2011 M(1) 3,150 A $16.395 128,693 D
Common Stock 09/09/2011 D 1,983 D $53.81 126,710 D
Common Stock 09/09/2011 M(1) 26,634 A $21.565 153,344 D
Common Stock 09/09/2011 D 18,125 D $53.81 135,219 D
Common Stock 09/09/2011 M(1) 7,200 A $21.915 142,419 D
Common Stock 09/09/2011 D 4,926 D $53.81 137,493 D
Common Stock 09/09/2011 M(1) 8,878 A $6.82 146,371 D
Common Stock 09/09/2011 D 4,745 D $53.81 141,626 D
Common Stock 09/09/2011 M(1) 13,273 A $22.94 154,899 D
Common Stock 09/09/2011 D 9,214 D $53.81 145,685 D
Common Stock 09/13/2011 S(1) 20,142 D $55 125,543 D
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
Stock Appreciation Rights $16.395 09/09/2011 M 3,150 (2) 03/23/2016 Common Stock 3,150 $0.00 0(3) D
Stock Appreciation Rights $21.565 09/09/2011 M 26,634 (4) 02/28/2018 Common Stock 26,634 $0.00 0(5) D
Stock Appreciation Rights $21.915 09/09/2011 M 7,200 (6) 08/04/2018 Common Stock 7,200 $0.00 0(7) D
Stock Appreciation Rights $6.82 09/09/2011 M 8,878 (8) 02/27/2019 Common Stock 8,878 $0.00 26,634(9) D
Stock Appreciation Rights $22.94 09/09/2011 M 13,273 (10) 05/07/2020 Common Stock 13,273 $0.00 53,093(11) D
Explanation of Responses:
1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2011.
2. These stock appreciation rights were fully vested as of December 31, 2010.
3. On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 1,575 additional stock appreciation rights with respect to this award.
4. These stock appreciation rights were fully vested as of February 28, 2011.
5. On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 13,317 additional stock appreciation rights with respect to this award.
6. These stock appreciation rights were fully vested as of August 4, 2011.
7. On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 3,600 additional stock appreciation rights with respect to this award.
8. These stock appreciation rights vested as to 20% of the award on each of February 27, 2010 and February 27, 2011 and will vest as to the remaining 60% of the award on February 27, 2012.
9. On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 17,576 additional stock appreciation rights with respect to this award.
10. These stock appreciation rights vested as to 20% of the award on May 7, 2011 and will vest as to 20% of the award on May 7, 2012 and as to 60% of the award on May 7, 2013.
11. On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 33,183 additional stock appreciation rights with respect to this award.
Remarks:
Richard P. Goudis by Brett R. Chapman, Attorney-in-Fact 09/13/2011
** 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).
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