X0306 4 2017-02-23 0 0001180262 HERBALIFE LTD. HLF 0001311173 JOHNSON MICHAEL 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES CA 90015 1 1 0 0 Chairman & CEO Stock Appreciation Rights 59.98 2017-02-23 4 A 0 115473 0.00 A 2017-04-30 2024-04-30 Common Stock 115473 192455 D Stock Appreciation Rights 30.44 2017-02-23 4 A 0 81566 0.00 A 2017-03-02 2025-03-02 Common Stock 81566 163132 D Stock Appreciation Rights 62.51 2017-02-23 4 A 0 33591 0.00 A 2017-05-09 2026-05-09 Common Stock 33591 33591 D On April 30, 2014, the reporting person was granted an award of 192,455 stock appreciation rights ("SARs"). The amount and timing of the vesting of these SARs is dependent upon the achievement by Herbalife Ltd. (the "Company") of certain performance criteria for each of fiscal 2014, 2015 and 2016. The performance criteria for 2016 was met, resulting in 115,473 SARs which will vest on April 30, 2017. On March 2, 2015, the reporting person was granted an award of 407,830 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria for 2016 was met, resulting in 81,566 SARs which will vest on March 2, 2017. On May 9, 2016, the reporting person was granted an award of 167,954 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2016 was met, resulting in 33,591 SARs which will vest on May 9, 2017. /s/ Mark J. Friedman, Attorney-in-Fact for Michael O. Johnson 2017-02-27