Sec Form 3 Filing - DeSimone John @ HERBALIFE LTD. - 2024-03-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DeSimone John 2. Issuer Name and Ticker or Trading Symbol HERBALIFE LTD. [ HLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 800 WEST OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 03/17/2024 (Street) LOS ANGELES, CA90015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 281,544 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Rights $ 31.255 ( 2 ) 05/09/2026 Common Stock 116,560 D Stock Appreciation Rights $ 28.595 ( 3 ) 02/27/2027 Common Stock 122,528 D Stock Appreciation Rights $ 20.17 ( 4 ) 02/16/2033 Common Stock 216,847 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeSimone John 800 WEST OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA90015 Chief Financial Officer Signatures Alaaeddine Sahibi, as Attorney-In-Fact for John DeSimone 03/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 75,154 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 9,214 will vest on February 25, 2025, 32,969 will vest on February 16, 2025, and 32,971 will vest on February 16, 2026. All RSU vestings are subject to continued service through each applicable date. ( 2 )These stock appreciation rights were fully vested as of May 9, 2019. ( 3 )These stock appreciation rights were fully vested as of February 27, 2020. ( 4 )On February 16, 2023, the reporting person was granted 216,847 stock appreciation rights of which 1/3 has vested, and 1/3 will vest on February 16, 2025, and February 16, 2026.

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).

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