Sec Form 4 Filing - Aspauza Jossie @ HERBALIFE LTD. - 2018-02-28

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) 02/28/2018 (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 02/28/2018 M( 1 ) 2,512 A $ 79.58 14,592 D Common Stock 02/28/2018 D( 1 ) 2,171 D $ 92.1 12,421 D Common Stock 02/28/2018 F( 1 ) 103 D $ 92.1 12,318 D Common Stock 02/28/2018 M( 2 ) 3,752 A $ 59.98 16,070 D Common Stock 02/28/2018 D( 2 ) 2,444 D $ 92.1 13,626 D Common Stock 02/28/2018 F( 2 ) 393 D $ 92.1 13,233 D Common Stock 02/28/2018 M( 3 ) 1,048 A $ 62.51 14,281 D Common Stock 02/28/2018 D( 3 ) 712 D $ 92.1 13,569 D Common Stock 02/28/2018 F( 3 ) 102 D $ 92.1 13,467 D Common Stock 02/28/2018 M( 4 ) 1,102 A $ 57.19 14,569 D Common Stock 02/28/2018 D( 4 ) 685 D $ 92.1 13,884 D Common Stock 02/28/2018 F( 4 ) 126 D $ 92.1 13,758 D Common Stock 02/28/2018 S 9,995 D $ 90.38 ( 5 ) 3,763 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 $ 79.58 02/28/2018 M( 1 ) 2,512 06/21/2016 12/19/2023 Common Stock 2,512 $ 0 0 D Stock Appreciation Rights $ 59.98 02/28/2018 M( 2 ) 3,752 04/30/2017 04/30/2024 Common Stock 3,752 $ 0 0 D Stock Appreciation Rights $ 62.51 02/28/2018 M( 3 ) 1,048 05/09/2017( 6 ) 05/09/2026 Common Stock 1,048 $ 0 4,192 D Stock Appreciation Rights $ 57.19 02/28/2018 M( 4 ) 1,102 02/27/2018( 7 ) 02/27/2027 Common Stock 1,102 $ 0 4,406 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 03/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 238 shares of common stock upon the net exercise of 2,512 stock appreciation rights ("SARs"). The reporting person forfeited 2,171 shares of common stock underlying the SARs in payment of the exercise price and 103 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10. ( 2 )The reporting person received 915 shares of common stock upon the net exercise of 3,752 SARs. The reporting person forfeited 2,444 shares of common stock underlying the SARs in payment of the exercise price and 393 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10. ( 3 )The reporting person received 234 shares of common stock upon the net exercise of 1,048 SARs. The reporting person forfeited 712 shares of common stock underlying the SARs in payment of the exercise price and 102 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10. ( 4 )The reporting person received 291 shares of common stock upon the net exercise of 1,102 SARs The reporting person forfeited 685 shares of common stock underlying the SARs in payment of the exercise price and 126 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10. ( 5 )This transaction was executed in multiple trades at prices ranging from $90.11 to $90.65. The price reported reflects the weighted average sale price of $90.38. 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. ( 6 )Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested May 9, 2017, and 20% will vest on May 9, 2018, and the remaining 60% will vest May 9, 2019. ( 7 )Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested February 27, 2018, 20% will vest February 27, 2019, and the remaining 60% will vest February 27, 2020.

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