X0304 4 2012-02-27 0 0001180262 HERBALIFE LTD. HLF 0001373040 Walsh Des 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES CA 90015 0 1 0 0 President Common Stock 2012-02-27 4 F 0 1416 66.45 D 136228 D Common Stock 2012-02-27 4 F 0 10945 66.50 D 125283 D 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. Desmond J. Walsh by Brett R. Chapman, Attorney-in-Fact 2012-02-29