Sec Form 4 Filing - Aspauza Jossie @ HERBALIFE LTD. - 2018-02-22

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) 02/22/2018 (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 02/26/2018 A( 1 ) 2,085 A $ 0 12,080 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 $ 30.44 02/22/2018 A( 2 ) 5,873 03/02/2018 03/02/2025 Common Stock 5,873 $ 0 5,873 D Stock Appreciation Rights $ 62.51 02/22/2018 A( 3 ) 1,048 05/09/2018 05/09/2026 Common Stock 1,048 $ 0 2,096 D Stock Appreciation Rights $ 57.19 02/22/2018 A( 4 ) 1,102 02/27/2018 02/27/2027 Common Stock 1,102 $ 0 1,102 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 02/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of restricted stock units ("RSU") under the Herbalife Ltd. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Herbalife Ltd. common stock on vesting. This award will vest 20% each on February 26, 2019 and February 26, 2020, and 60% on February 26, 2021. ( 2 )On March 2, 2015, the reporting person was granted an award of 9,787 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 2015, 2016 and 2017. The performance criteria for 2017 was met, resulting in 5,873 SARs which will vest on March 2, 2018. ( 3 )On May 9, 2016, the reporting person was granted an award of 5,240 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 2017 was met, resulting in 1,048 SARs which will vest on May 9, 2018. ( 4 )On February 27, 2017, the reporting person was granted an award of 5,508 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 2017, 2018 and 2019. The performance criteria for 2017 was met, resulting in 1,102 SARs which will vest on February 27, 2018.

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