X0303 4 2009-10-05 0 0001180262 HERBALIFE LTD. HLF 0001311282 PEZZULLO DAVID 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES CA 90015 0 1 0 0 Chief Accounting Officer Common Stock 2009-10-05 4 F 0 861 32.74 D 36108 D Pursuant to the Issuer's 2005 Stock Incentive Plan, upon receipt of the relevant award of restricted stock units, the Reporting Person elected to defer receipt of the shares of the Issuer's common stock issuable to the Reporting Person upon the vesting of the restricted stock units subject to the award. Upon expiration of the deferral period, pursuant to the terms of the Issuer's 2005 Stock Incentive Plan, a portion of the shares of the Issuer's common stock then due to the Reporting Person are automatically withheld by the Issuer to satisfy the concurrent withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding due to a recent lapsing of the deferral period associated with vested restricted stock units held by the Reporting Person. No investment decision was made by the Reporting Person. Includes 152 shares purchased on October 6, 2009 under the issuer's Employee Stock Purchase Plan. David Pezzullo by Richard Strulson, Attorney-in-Fact 2009-10-07