Sec Form 4 Filing - Aspauza Jossie @ 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 Aspauza Jossie 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, SAM/CAM (Last) (First) (Middle) 800 W. OYMPIC BLVD., SUITE 406 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 3,600 A $ 20.14 5,848 D Common Stock 05/09/2017 D( 1 ) 996 D $ 72.81 4,852 D Common Stock 05/09/2017 F( 1 ) 782 D $ 72.81 4,070 D Common Stock 05/09/2017 M 600 A $ 21.57 4,670 D Common Stock 05/09/2017 D( 2 ) 178 D $ 72.81 4,492 D Common Stock 05/09/2017 F( 2 ) 127 D $ 72.81 4,365 D Common Stock 05/09/2017 M 1,840 A $ 6.82 6,205 D Common Stock 05/09/2017 D( 3 ) 173 D $ 72.81 6,032 D Common Stock 05/09/2017 F( 3 ) 501 D $ 72.81 5,531 D Common Stock 05/09/2017 M 1,854 A $ 22.94 7,385 D Common Stock 05/09/2017 D( 4 ) 585 D $ 72.81 6,800 D Common Stock 05/09/2017 F( 4 ) 381 D $ 72.81 6,419 D Common Stock 05/09/2017 M 2,257 A $ 53.29 8,676 D Common Stock 05/09/2017 D( 5 ) 1,652 D $ 72.81 7,024 D Common Stock 05/09/2017 F( 5 ) 182 D $ 72.81 6,842 D Common Stock 05/09/2017 M 5,409 A $ 44.79 12,251 D Common Stock 05/09/2017 D( 6 ) 3,328 D $ 72.81 8,923 D Common Stock 05/09/2017 F( 6 ) 625 D $ 72.81 8,298 D Common Stock 05/09/2017 M 453 A $ 48.39 8,751 D Common Stock 05/09/2017 D( 7 ) 302 D $ 72.81 8,449 D Common Stock 05/09/2017 F( 7 ) 46 D $ 72.81 8,403 D Common Stock 05/09/2017 M 3,914 A $ 30.44 12,317 D Common Stock 05/09/2017 D( 8 ) 1,638 D $ 72.81 10,679 D Common Stock 05/09/2017 F( 8 ) 684 D $ 72.81 9,995 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 $ 20.14 05/09/2017 M 3,600 12/31/2010 12/31/2017 Common Stock 3,600 $ 0 0 D Stock Appreciation Rights $ 21.57 05/09/2017 M 600 02/28/2011 02/28/2018 Common Stock 600 $ 0 0 D Stock Appreciation Rights $ 6.82 05/09/2017 M 1,840 02/27/2012 02/27/2019 Common Stock 1,840 $ 0 0 D Stock Appreciation Rights $ 22.94 05/09/2017 M 1,854 05/07/2013 05/07/2020 Common Stock 1,854 $ 0 0 D Stock Appreciation Rights $ 53.29 05/09/2017 M 2,257 05/18/2014 05/18/2021 Common Stock 2,257 $ 0 0 D Stock Appreciation Rights $ 44.79 05/09/2017 M 5,409 05/31/2015 05/31/2022 Common Stock 5,409 $ 0 0 D Stock Appreciation Rights $ 48.39 05/09/2017 M 453 09/01/2015 09/01/2022 Common Stock 453 $ 0 0 D Stock Appreciation Rights $ 30.44 05/09/2017 M 3,914 03/02/2017( 9 ) 03/02/2025 Common Stock 3,914 $ 0 5,873 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aspauza Jossie 800 W. OYMPIC BLVD. SUITE 406 LOS ANGELES, CA90015 VP, SAM/CAM Signatures /s/ Eileen Uy, Attorney-in-Fact for Jossie Aspauza 05/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 1,822 shares of common stock upon the net exercise of the 3,600 stock appreciation rights ("SARS"). The reporting person forfeited 996 shares of common stock underlying the SARS in payment of the exercise price and 782 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 295 shares of common stock upon the net exercise of the 600 SARs. The reporting person forfeited 178 shares of common stock underlying the SARS in payment of the exercise price and 127 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the clos ing stock price on May 9, 2017 of $72.81. ( 3 )The reporting person received 1,166 shares of common stock upon the net exercise of the 1,840 SARs. The reporting person forfeited 173 shares of common stock underlying the SARS in payment of the exercise price and 501 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 )The reporting person received 888 shares of common stock upon the net exercise of the 1,854 SARs. The reporting person forfeited 585 shares of common stock underlying the SARS in payment of the exercise price and 381 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. ( 5 )The reporting person received 423 shares of common stock upon the net exercise of the 2,257 SARs. The reporting person forfeited 1,652 shares of common stock underlying the SARS in payment of the exercise price and 182 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. ( 6 )The reporting person received 1,456 shares of common stock upon the net exercise of the 5,409 SARs. The reporting person forfeited 3,328 shares of common stock underlying the SARS in payment of the exercise price and 625 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. ( 7 )The reporting person received 105 shares of common stock upon the net exercise of the 453 SARS. The reporting person forfeited 302 shares of common stock underlying the SARS in payment of the exercise price and 46 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. ( 8 )The reporting person received 1,592 shares of common stock upon the net exercise of the 3,914 SARs. The reporting person forfeited 1,638 shares of common stock underlying the SARS in payment of the exercise price and 684 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. ( 9 )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).

** 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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