Sec Form 4 Filing - NOACK PAUL @ HERBALIFE LTD. - 2008-10-17

FORM 4 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 NOACK PAUL 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) Managing Director/Asia Pacific (Last) (First) (Middle) 1800 CENTURY PARK EAST 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2008 (Street) LOS ANGELES, CA90067 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 10/17/2008 M 3,750 A $ 8.02 47,813 D Common Stock 10/17/2008 M 8,000 A $ 25 55,813 D Common Stock 10/17/2008 M 8,000 A $ 21 63,813 D Common Stock 10/17/2008 M 8,000 A $ 17 71,813 D Common Stock 10/17/2008 M 8,334 A $ 15.5 80,147 D Common Stock 10/17/2008 M 13,000 A $ 15 93,147 D Common Stock 10/17/2008 M 14,000 A $ 14 107,147 D Common Stock 10/17/2008 M 1,000 A $ 13 108,147 D Common Stock 10/17/2005 M 1,000 A $ 9 109,147 D Common Stock 10/17/2008 F 49,466 D $ 29.66 59,681 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 Non-Qualified Stock Option (Right to Buy) $ 8.02 10/17/2008 M 3,750 ( 1 ) 04/03/2014 Common Stock 3,750 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 25 10/17/2008 M 8,000 ( 2 ) 09/01/2014 Common Stock 8,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 21 10/17/2008 M 8,000 ( 2 ) 09/01/2014 Common Stock 8,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 17 10/17/2008 M 8,000 ( 2 ) 09/01/2014 Common Stock 8,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 15.5 10/17/2008 M 8,334 ( 3 ) 12/01/2014 Common Stock 8,334 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 15 10/17/2008 M 13,000 ( 4 ) 04/27/2015 Common Stock 13,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 14 10/17/2008 M 14,000 ( 2 ) 09/01/2014 Common Stock 14,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 13 10/17/2008 M 1,000 ( 2 ) 09/01/2014 Common Stock 1,000 $ 0 0 D Non-Qualified Stock Option (Right to Buy) $ 9 10/17/2008 M 1,000 ( 5 ) 09/01/2004 Common Stock 1,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOACK PAUL 1800 CENTURY PARK EAST LOS ANGELES, CA90067 Managing Director/Asia Pacific Signatures Vicki Tuchman by Power of Attorney 10/21/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vest 5% on grant date of April 3, 2004, and thereafter vests quarterly in 5% increments commencing on June 30, 2004 and each quarter thereafter on the last day of each subsequent calendar quarter thereafter until fully vested. ( 2 )Options vest 5% on grant date of April 3, 2004, and thereafter vests quarterly in 5% increments commencing on September 30, 2004 and on the last day of each subsequent calendar quarter thereafter until fully vested. ( 3 )Options granted on December 1, 2004 and vest in one-third increments on December 1 of each of 2007, 2008 and 2009. ( 4 )Options vest in 5% quarterly increments commencing on June 30, 2005, and thereafter on the last day of each subsequent calendar quarter until the options become fully vested. ( 5 )Options vest in 5% quarterly increments commencing on March 31, 2005, and thereafter on the last day of each subsequent calendar quater until the options become fully vested.

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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