X0304 4 2012-02-27 0 0001180262 HERBALIFE LTD. HLF 0001472194 Fernandez Calero Miguel Angel 800 W. OLYMPIC BLVD., SUITE 406 LOS ANGELES CA 90015 0 1 0 0 SVP/Managing Director Mexico Common Stock 2012-02-27 4 F 0 612 66.50 D 6693 D Common Stock 2012-02-28 4 M 0 11160 6.82 A 17853 D Common Stock 2012-02-28 4 D 0 4145 66.97 D 13708 D Common Stock 2012-02-28 4 M 0 3334 6.82 A 17042 D Common Stock 2012-02-28 4 D 0 1239 66.97 D 15803 D Common Stock 2012-02-29 4 S 0 1427 66.50 D 14376 D Stock Appreciation Rights 6.82 2012-02-28 4 M 0 11160 0.00 D 2022-02-27 Common Stock 11160 0 D Stock Appreciation Rights 6.82 2012-02-28 4 M 0 3334 0.00 D 2022-02-27 Common Stock 3334 6666 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. These stock appreciation rights were fully vested as of February 27, 2012. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which one-third vested February 27, 2012, one-third will vest February 27, 2013 and the remaining one-third will vest February 27, 2014. Miguel Fernandez Calero by Brett R. Chapman, Attorney-in-Fact 2012-02-29