Sec Form 4 Filing - Hienrich Edi @ HERBALIFE LTD. - 2017-02-23

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 Hienrich Edi 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) SVP/Managing Director EMEA (Last) (First) (Middle) 800 W. OLYMPIC BLVD. SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2017 (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

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 $ 59.98 02/23/2017 A 11,547 04/30/2017 04/30/2024 Common Stock 11,547 $ 0 19,245 ( 1 ) D Stock Appreciation Rights $ 30.44 02/23/2017 A 6,525 03/02/2 017 03/02/2025 Common Stock 6,525 $ 0 13,050 ( 2 ) D Stock Appreciation Rights $ 47.8 02/23/2017 A 2,500 05/07/2017 05/07/2025 Common Stock 2,500 $ 0 5,000 ( 3 ) D Stock Appreciation Rights $ 62.51 02/23/2017 A 3,359 05/09/2017 05/09/2026 Common Stock 3,359 $ 0 3,359 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hienrich Edi 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA90015 SVP/Managing Director EMEA Signatures /s/ Mark J. Friedman, Attorney-in-Fact for Edi Hienrich 02/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 30, 2014, the reporting person was granted an award of 19,245 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 2014, 2015 and 2016. The performance criteria for 2016 was met, resulting in 11,547 SARs which will vest on April 30, 2017. ( 2 )On March 2, 2015, the reporting person was granted an award of 32,626 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 2015, 2016 and 2017. The performance criteria for 2016 was met, resulting in 6,525 SARs which will vest on March 2, 2017. ( 3 )On May 7, 2015, the reporting person was granted an award of 12,500 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 2015, 2016 and 2017. The performance criteria for 2016 was met, resulting in 2,500 SARs which will vest on May 7, 2017. ( 4 )On May 9, 2016, the reporting person was granted an award of 16,795 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 2016 was met, resulting in 3,359 SARs which will vest on May 9, 2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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