SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JOHNSON MICHAEL
(Last) (First) (Middle)
800 W. OLYMPIC BLVD., SUITE #406
(Street)
LOS ANGELES CA 90015
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/17/2017 M 240,000 A $21.565 1,922,135 D
Common Stock 05/17/2017 D(1) 72,225 D $71.66 1,849,910 D
Common Stock 05/17/2017 F(1) 94,710 D $71.66 1,755,200 D
Common Stock 05/17/2017 M 240,000 A $6.82 1,995,200 D
Common Stock 05/17/2017 D(2) 22,842 D $71.66 1,972,358 D
Common Stock 05/17/2017 F(2) 122,587 D $71.66 1,849,771 D
Common Stock 05/17/2017 M 250,000 A $6.82 2,099,771 D
Common Stock 05/17/2017 D(3) 23,793 D $71.66 2,075,978 D
Common Stock 05/17/2017 F(3) 127,694 D $71.66 1,948,284 D
Common Stock 35,340(4) I by trust for child
Common Stock 113,122 I Beneficially owned through Michael O. Johnson IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $21.565 05/17/2017 M 240,000 02/28/2011 02/28/2018 Common Stock 240,000 $0.00 0 D
Stock Appreciation Right $6.82 05/17/2017 M 240,000 02/27/2012 02/27/2019 Common Stock 240,000 $0.00 0 D
Stock Appreciation Right $6.82 05/17/2017 M 250,000 02/27/2014 02/27/2019 Common Stock 250,000 $0.00 0 D
Explanation of Responses:
1. The reporting person received 73,065 shares of common stock upon the net exercise of the 240,000 stock appreciation rights ("SARS"). The reporting person forfeited 72,225 shares of common stock underlying the SARS in payment of the exercise price and 94,710 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
2. The reporting person received 94,571 shares of common stock upon the net exercise of the 240,000 SARS. The reporting person forfeited 22,842 shares of common stock underlying the SARS in payment of the exercise price and 122,587 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
3. The reporting person received 98,513 shares of common stock upon the net exercise of the 250,000 SARS. The reporting person forfeited 23,793 shares of common stock underlying the SARS in payment of the exercise price and 127,694 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
4. The total number of shares held indirectly in trust for child has been increased by 4,106 shares to include shares inadvertently excluded from previous reports.
Remarks:
/s/ Eileen Uy, Attorney-in-Fact for Michael O. Johnson 05/19/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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