X0306 4 2017-02-23 0 0001180262 HERBALIFE LTD. HLF 0001311282 PEZZULLO DAVID 800 W. OLYMPIC BLVD SUITE 406 LOS ANGELES CA 90015 0 1 0 0 EVP WW Operations Stock Appreciation Rights 30.44 2017-02-23 4 A 0 10603 0.00 A 2017-03-02 2025-03-02 Common Stock 10603 21206 D Stock Appreciation Rights 62.51 2017-02-23 4 A 0 4367 0.00 A 2017-05-09 2026-05-09 Common Stock 4367 4367 D On March 2, 2015, the reporting person was granted an award of 53,017 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 2015, 2016 and 2017. The performance criteria for 2016 was met, resulting in 10,603 SARs which will vest on March 2, 2017. On May 9, 2016, the reporting person was granted an award of 21,834 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 4,367 SARs which will vest on May 9, 2017. /s/ Mark J. Friedman, Attorney-in-Fact for David E. Pezzullo 2017-02-27