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*
Aspauza Jossie
(Last) (First) (Middle)
800 W. OYMPIC BLVD.
SUITE 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)
VP, SAM/CAM
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018
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 02/28/2018 M(1) 2,512 A $79.58 14,592 D
Common Stock 02/28/2018 D(1) 2,171 D $92.1 12,421 D
Common Stock 02/28/2018 F(1) 103 D $92.1 12,318 D
Common Stock 02/28/2018 M(2) 3,752 A $59.98 16,070 D
Common Stock 02/28/2018 D(2) 2,444 D $92.1 13,626 D
Common Stock 02/28/2018 F(2) 393 D $92.1 13,233 D
Common Stock 02/28/2018 M(3) 1,048 A $62.51 14,281 D
Common Stock 02/28/2018 D(3) 712 D $92.1 13,569 D
Common Stock 02/28/2018 F(3) 102 D $92.1 13,467 D
Common Stock 02/28/2018 M(4) 1,102 A $57.19 14,569 D
Common Stock 02/28/2018 D(4) 685 D $92.1 13,884 D
Common Stock 02/28/2018 F(4) 126 D $92.1 13,758 D
Common Stock 02/28/2018 S 9,995 D $90.38(5) 3,763 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 $79.58 02/28/2018 M(1) 2,512 06/21/2016 12/19/2023 Common Stock 2,512 $0.00 0 D
Stock Appreciation Rights $59.98 02/28/2018 M(2) 3,752 04/30/2017 04/30/2024 Common Stock 3,752 $0.00 0 D
Stock Appreciation Rights $62.51 02/28/2018 M(3) 1,048 05/09/2017(6) 05/09/2026 Common Stock 1,048 $0.00 4,192 D
Stock Appreciation Rights $57.19 02/28/2018 M(4) 1,102 02/27/2018(7) 02/27/2027 Common Stock 1,102 $0.00 4,406 D
Explanation of Responses:
1. The reporting person received 238 shares of common stock upon the net exercise of 2,512 stock appreciation rights ("SARs"). The reporting person forfeited 2,171 shares of common stock underlying the SARs in payment of the exercise price and 103 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
2. The reporting person received 915 shares of common stock upon the net exercise of 3,752 SARs. The reporting person forfeited 2,444 shares of common stock underlying the SARs in payment of the exercise price and 393 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
3. The reporting person received 234 shares of common stock upon the net exercise of 1,048 SARs. The reporting person forfeited 712 shares of common stock underlying the SARs in payment of the exercise price and 102 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
4. The reporting person received 291 shares of common stock upon the net exercise of 1,102 SARs The reporting person forfeited 685 shares of common stock underlying the SARs in payment of the exercise price and 126 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
5. This transaction was executed in multiple trades at prices ranging from $90.11 to $90.65. The price reported reflects the weighted average sale price of $90.38. 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. Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested May 9, 2017, and 20% will vest on May 9, 2018, and the remaining 60% will vest May 9, 2019.
7. Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested February 27, 2018, 20% will vest February 27, 2019, and the remaining 60% will vest February 27, 2020.
Remarks:
/s/ Eileen Uy, Attorney-in-Fact for Jossie Aspauza 03/01/2018
** 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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