X0303 4 2011-03-28 0 0001180262 HERBALIFE LTD. HLF 0001311173 JOHNSON MICHAEL 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES CA 90015 1 1 0 0 Chairman & CEO Common Stock 2011-03-28 4 F 0 19660 80.86 D 360109 D Common Stock 55000 I Beneficially owned through Spouse's GRAT Common Stock 55000 I Beneficially owned through GRAT Common Stock 56561 I Beneficially owned through Michael O. Johnson IRA Pursuant to the Issuer's 2005 Stock Incentive Plan and the terms of the related award agreement, shares of the Issuer's common stock are issued to the Reporting Person as his restricted stock units vest, with a portion of the newly issued shares automatically withheld by the Issuer to satisfy the resulting withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding of shares due to a recent vesting of restricted stock units held by the Reporting Person. The withholding of the newly issued shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer. Michael O. Johnson by Brett R. Chapman, Attorney-in-Fact 2011-03-30