X0306 4 2018-02-22 0 0001180262 HERBALIFE LTD. HLF 0001463405 DeSimone John 800 W. OLYMPIC BOULEVARD, #406 LOS ANGELES CA 90015 0 1 0 0 Chief Financial Officer Common Stock 2018-02-26 4 A 0 3707 0.00 A 32397 D Common Stock 5050 I In Trusts For Children Stock Appreciation Rights 30.44 2018-02-22 4 A 0 53834 0.00 A 2018-03-02 2025-03-02 Common Stock 53834 89722 D Stock Appreciation Rights 47.80 2018-02-22 4 A 0 30000 0.00 A 2018-05-07 2025-05-07 Common Stock 30000 50000 D Stock Appreciation Rights 62.51 2018-02-22 4 A 0 11656 0.00 A 2018-05-09 2026-05-09 Common Stock 11656 23312 D Stock Appreciation Rights 57.19 2018-02-22 4 A 0 12253 0.00 A 2018-02-27 2027-02-27 Common Stock 12253 12253 D Consists of restricted stock units ("RSU") under the Herbalife Ltd. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Herbalife Ltd. common stock on vesting. This award will vest 20% each on February 26, 2019 and February 26, 2020, and 60% on February 26, 2021. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. On March 2, 2015, the reporting person was granted an award of 89,722 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 2017 was met, resulting in 53,834 SARs which will vest on March 2, 2018. On May 7, 2015, the reporting person was granted an award of 50,000 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 2017 was met, resulting in 30,000 SARs which will vest on May 7, 2018. On May 9, 2016, the reporting person was granted an award of 58,280 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 2017 was met, resulting in 11,656 SARs which will vest on May 9, 2018. On February 27, 2017, the reporting person was granted an award of 61,264 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 2017, 2018 and 2019. The performance criteria for 2017 was met, resulting in 12,253 SARs which will vest on February 27, 2018. /s/ Eileen Uy, Attorney-in-Fact for John DeSimone 2018-02-26