Sec Form 4 Filing - Alzarez Jesus @ HERBALIFE LTD. - 2017-05-09

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 Alzarez Jesus 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) VP, General Manager, Mexico (Last) (First) (Middle) 800 W. OLYMPIC BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 05/09/2017 (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 Common Stock 05/09/2017 M 873 A $ 62.51 873 D Common Stock 05/09/2017 D( 1 ) 750 D $ 72.81 123 D Common Stock 05/09/2017 F( 1 ) 44 D $ 72.81 79 D Common Stock 05/09/2017 M 3,464 A $ 59.98 3,543 D Common Stock 05/09/2017 D( 2 ) 2,854 D $ 72.81 689 D Common Stock 05/09/2017 F( 2 ) 214 D $ 72.81 475 D Common Stock 05/09/2017 M 1,957 A $ 30.44 2,432 D Common Stock 05/09/2017 D( 3 ) 819 D $ 72.81 1,613 D Common Stock 05/09/2017 F( 3 ) 399 D $ 72.81 1,214 D Common Stock 05/11/2017 S 1,214 D $ 71.53 ( 4 ) 0 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 $ 62.51 05/09/2017 M 873 05/09/2017( 5 ) 05/09/2026 Common Stock 873 $ 0 3,493 D Stock Appreciation Rights $ 59.98 05/09/2017 M 3,464 04/30/2017 04/30/2024 Common Stock 3,464 $ 0 0 D Stock Appreciation Rights $ 30.44 05/09/2017 M 1,957 03/02/2017( 6 ) 03/02/2025 Common Stock 1,957 $ 0 5,873 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alzarez Jesus 800 W. OLYMPIC BLVD. LOS ANGELES, CA90015 VP, General Manager, Mexico Signatures /s/ Eileen Uy, Attorney-in-Fact for Jesus Alvarez 05/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 79 shares of common stock upon the net exercise of the 873 stock appreciation rights ("SARs"). The reporting person forfeited 750 shares of common stock underlying Stock Appreciation Rights ("SARS") in payment of the exercise price and 44 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81. ( 2 )The reporting person received 396 shares of common stock upon the net exercise of the 3,464 SARS. The reporting person forfeited 2,854 shares of common stock underlying the SARS in payment of the exercise price and 214 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81. ( 3 )The reporting person received 739 shares of common stock upon the net exercise of the 1,957 SARS. The reporting person forfeited 819 shares of common stock underlying the SARS in payment of the exercise price and 399 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81. ( 4 )This transaction was executed in multiple trades at prices ranging from $71.52 to $71.53. The price reported reflects the weighted average sale price of $71.5275. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 5 )Consists of 4,366 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018, and the remaining 60% will vest on May 9, 2019. ( 6 )Consists of 9,787 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on March 2, 2016, 20% vested on March 2, 2017, and the remaining 60% will vest on March 2, 2018.

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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