Sec Form 3 Filing - LEVY ROBERT @ HERBALIFE LTD. - 2023-07-01

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 LEVY ROBERT 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) Regional President - Americas (Last) (First) (Middle) 800 W. OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2023 (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 635,320 ( 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 $ 39.79 ( 2 ) 12/19/2023 Common Stock 39,346 D Stock Appreciation Rights $ 29.99 ( 3 ) 04/30/2024 Common Stock 40,030 D Stock Appreciation Rights $ 15.22 ( 4 ) 03/02/2025 Common Stock 84,828 D Stock Appreciation Rights $ 31.255 ( 5 ) 05/09/2026 Common Stock 43,668 D Stock Appreciation Rights $ 28.595 ( 6 ) 02/27/2027 Common Stock 45,902 D Stock Appreciation Rights $ 13.6 ( 7 ) 05/04/2033( 7 ) Common Stock 80,049 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVY ROBERT 800 W. OLYMPIC BLVD., SUITE 406 LOS ANGELES, CA90015 Regional President - Americas Signatures Alaaeddine Sahibi, as Attorney-In-Fact for Robert Levy 07/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 112,152 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 3,362 were granted on February 19, 2021, of which 20% vested on February 19, 2022, 20% vested on February 19, 2023, and 60% will vest on February 19, 2024; 4,436 were granted on February 25, 2022, of which 20% vested on February 25, 2023, 20% will vest on February 25, 2024, and 60% will vest on February 25, 2025; 94,637 were granted on December 9, 2022 and will vest 100% on December 9, 2024; 11,948 were granted on May 4, 2023, that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 2026.All RSU vestings are subject to continued service through each applicable date.Balance also includes 142,740 vested RSUs previously granted to the Reporting Person, which he has elected to defer. ( 2 )These stock appreciation rights were fully vested as of June 21, 2016. ( 3 )These stock appreciation rights were fully vested as of April 30, 2017. ( 4 )These stock appreciation rights were fully vested as of March 2, 2018. ( 5 )These stock appreciation rights were fully vested as of May 9, 2019. ( 6 )These stock appreciation rights were fully vested as of February 27, 2020. ( 7 )On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 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).

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