Sec Form 4 Filing - Hienrich Edi @ HERBALIFE LTD. - 2018-02-27

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) 02/27/2018 (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 02/27/2018 M( 1 ) 16,250 A $ 53.29 28,684 D Common Stock 02/27/2018 D( 1 ) 9,995 D $ 86.64 18,689 D Common Stock 02/27/2018 F( 1 ) 3,415 D $ 86.64 15,274 D Common Stock 02/27/2018 M( 2 ) 24,590 A $ 44.79 39,864 D Common Stock 02/27/2018 D( 2 ) 12,713 D $ 86.64 27,151 D Common Stock 02/27/2018 F( 2 ) 6,485 D $ 86.64 20,666 D Common Stock 02/27/2018 M( 3 ) 19,245 A $ 59.98 39,911 D Common Stock 02/27/2018 D( 3 ) 13,324 D $ 86.64 26,587 D Common Stock 02/27/2018 F( 3 ) 3,234 D $ 86.64 23,353 D Common Stock 02/27/2018 M( 4 ) 6,697 A $ 37.7 30,050 D Common Stock 02/27/2018 D( 4 ) 2,915 D $ 86.64 27,135 D Common Stock 02/27/2018 F( 4 ) 2,066 D $ 86.64 25,069 D Common Stock 02/27/2018 M( 5 ) 13,050 A $ 30.44 38,119 D Common Stock 02/27/2018 D( 5 ) 4,586 D $ 86.64 33,533 D Common Stock 02/27/2018 F( 5 ) 4,622 D $ 86.64 28,911 D Common Stock 02/27/2018 M( 6 ) 5,000 A $ 47.8 33,911 D Common Stock 02/27/2018 D( 6 ) 2,760 D $ 86.64 31,151 D Common Stock 02/27/2018 F( 6 ) 1,224 D $ 86.64 29,927 D Common Stock 02/27/2018 M( 7 ) 4,237 A $ 22.94 5,627 I By Wife Common Stock 02/27/2018 D( 7 ) 1,122 D $ 86.64 4,505 I by Wife Common Stock 02/27/2018 F( 7 ) 1,567 D $ 86.64 2,938 I by Wife Common Stock 02/27/2018 M( 8 ) 3,472 A $ 53.29 6,410 I by Wife Common Stock 02/27/2018 D( 8 ) 2,136 D $ 86.64 4,274 I by Wife Common Stock 02/27/2018 F( 8 ) 672 D $ 86.64 3,602 I by Wife Common Stock 02/27/2018 M( 9 ) 5,409 A $ 44.79 9,011 I by Wife Common Stock 02/27/2018 D( 9 ) 2,797 D $ 86.64 6,214 I by Wife Common Stock 02/27/2018 F( 9 ) 1,314 D $ 86.64 4,900 I by Wife Common Stock 02/27/2018 M( 10 ) 3,464 A $ 59.98 8,364 I by Wife Common Stock 02/27/2018 D( 10 ) 2,399 D $ 86.64 5,965 I by Wife Common Stock 02/27/2018 F( 10 ) 536 D $ 86.64 5,429 I by Wife

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 $ 53.29 02/27/2018 M( 1 ) 16,250 05/18/2014 05/18/2021 Common Stock 16,250 $ 0 0 D Stock Appreciation Rights $ 44.79 02/27/2018 M( 2 ) 24,590 05/31/2015 05/21/2022 Common Stock 24,590 $ 0 0 D Stock Appreciation Rights $ 59.98 02/27/2018 M( 3 ) 19,245 04/30/2017 04/30/2024 Common Stock 19,245 $ 0 0 D Stock Appreciation Rights $ 37.7 02/27/2018 M( 4 ) 6,697 01/01/2018 01/01/2025 Common Stock 6,697 $ 0 0 D Stock Appreciation Rights $ 30.44 02/27/2018 M( 5 ) 13,050 03/02/2017( 11 ) 03/02/2025 Common Stock 13,050 $ 0 19,576 D Stock Appreciation Rights $ 47.8 02/27/2018 M( 6 ) 5,000 05/07/2017( 12 ) 05/07/2025 Common Stock 5,000 $ 0 7,500 D Stock Appreciation Rights $ 22.94 02/27/2018 M( 7 ) 4,237 05/07/2013 05/07/2020 Common Stock 4,237 $ 0 0 I By Wife Stock Appreciation Rights $ 53.29 02/27/2018 M( 8 ) 3,472 05/18/2014 05/18/2021 Common Stock 3,472 $ 0 0 I By Wife Stock Appreciation Rights $ 44.79 02/27/2018 M( 9 ) 5,409 05/31/2015 05/31/2022 Common Stock 5,409 $ 0 0 I By Wife Stock Appreciation Rights $ 59.98 02/27/2018 M( 10 ) 3,464 04/30/2017 04/30/2024 Common Stock 3,464 $ 0 0 I By Wife

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/ Eileen Uy, Attorney-in-Fact for Edi Hienrich 03/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 2,840 shares of common stock upon the net exercise of 16,250 stock appreciation rights ("SARs"). The reporting person forfeited 9,995 shares of common stock underlying the SARs in payment of the exercise price and 3,415 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 2 )The reporting person received 5,392 shares of common stock upon the net exercise of 24,590 SARs. The reporting person forfeited 12,713 shares of common stock underlying the SARs in payment of the exercise price and 6,485 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 3 )The reporting person received 2,687 shares of common stock upon the net exercise of 19,245 SARs . The reporting person forfeited 13,324 shares of common stock underlying the SARs in payment of the exercise price and 3,234 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 4 )The reporting person received 1,716 shares of common stock upon the net exercise of 6,697 SARs. The reporting person forfeited 2,915 shares of common stock underlying the SARs in payment of the exercise price and 2,066 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 5 )The reporting person received 3,842 shares of common stock upon the net exercise of 13,050 SARs. The reporting person forfeited 4,586 shares of common stock underlying the SARs in payment of the exercise price and 4,622 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 6 )The reporting person received 1,016 shares of common stock upon the net exercise of 5,000 SARs. The reporting person forfeited 2,760 shares of common stock underlying the SARs in payment of the exercise price and 1,224 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 7 )The reporting person's wife received 1,548 shares of common stock upon the net exercise of 4,237 SARs . The reporting person forfeited 1,122 shares of common stock underlying the SARs in payment of the exercise price and 1,567 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 8 )The reporting person's wife received 664 shares of common stock upon the net exercise of 3,472 SARs. The reporting person forfeited 2,136 shares of common stock underlying the SARs in payment of the exercise price and 672 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 9 )The reporting person's wife received 1,298 shares of common stock upon the net exercise of 5,409 SARs. The reporting person forfeited 2,797 shares of common stock underlying the SARs in payment of the exercise price and 1,314 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 10 )The reporting person's wife received 529 shares of common stock upon the net exercise of 3,464 SARs. The reporting person forfeited 2,399 shares of common stock underlying the SARs in payment of the exercise price and 536 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64. ( 11 )Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of March 2, 2016 and March 2, 2017, and the remaining 60% will vest March 2, 2018. ( 12 )Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of May 7, 2016 and May 7, 2017, and the remaining 60% will vest May 7, 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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