Sec Form 4 Filing - Hoffman Alan L @ HERBALIFE LTD. - 2018-03-02

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 Hoffman Alan L 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) EVP, Global Corporate Affairs (Last) (First) (Middle) 800 W. OLYMPIC BLVD, SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2018 (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 03/02/2018 M( 1 ) 67,243 A $ 50.98 69,125 D Common Stock 03/02/2018 D( 1 ) 36,192 D $ 94.72 32,933 D Common Stock 03/02/2018 F( 1 ) 15,396 D $ 94.72 17,537 D Common Stock 03/02/2018 M( 2 ) 31,219 A $ 50.98 48,756 D Common Stock 03/02/2018 D( 2 ) 16,803 D $ 94.72 31,953 D Common Stock 03/02/2018 F( 2 ) 5,578 D $ 94.72 26,375 D Common Stock 03/02/2018 M( 3 ) 4,590 A $ 57.19 30,965 D Common Stock 03/02/2018 D( 3 ) 2,772 D $ 94.72 28,193 D Common Stock 03/02/2018 F( 3 ) 902 D $ 94.72 27,291 D Common Stock 03/02/2018 M( 4 ) 4,367 A $ 62.51 31,658 D Common Stock 03/02/2018 D( 4 ) 2,882 D $ 94.72 28,776 D Common Stock 03/02/2018 F( 4 ) 737 D $ 94.72 28,039 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 $ 50.98 03/02/2018 M( 1 ) 67,243 09/01/2017 09/01/2024 Common Stock 67,243 $ 0 0 D Stock Appreciation Rights $ 50.98 03/02/2018 M( 2 ) 31,219 09/01/2017 09/01/2024 Common Stock 31,219 $ 0 0 D Stock Appreciation Rights $ 57.19 03/02/2018 M( 3 ) 4,590 02/27/2018( 5 ) 02/27/2027 Common Stock 4,590 $ 0 18,361 D Stock Appreciation Rights $ 62.51 03/02/2018 M( 4 ) 4,367 05/09/2017( 6 ) 05/09/2026 Common Stock 4,367 $ 0 17,467 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoffman Alan L 800 W. OLYMPIC BLVD SUITE 406 LOS ANGELES, CA90015 EVP, Global Corporate Affairs Signatures /s/ Eileen Uy, Attorney-in-Fact for Alan Hoffman 03/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person received 15,655 shares of common stock upon the net exercise of the 67,243 SARs. The reporting person forfeited 36,192 shares of common stock underlying the SARs in payment of the exercise price and 15,396 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. ( 2 )The reporting person received 8,838 shares of common stock upon the net exercise of the 31,219 SARs. The reporting person forfeited 16,803 shares of common stock underlying the SARs in payment of the exercise price and 5,578 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. ( 3 )The reporting person received 916 shares of common stock upon the net exercise of the 4,590 SARs. The reporting person forfeited 2,772 shares of common stock underlying SARs in payment of the exercise price and 902 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. ( 4 )The reporting person received 748 shares of common stock upon the net exercise of the 4,367 SARs. The reporting person forfeited 2,882 shares of common stock underlying SARs in payment of the exercise price and 737 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. ( 5 )Consists of 22,951 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on February 27, 2018, 20% will vest on February 27, 2019, and the remaining 60% will vest on February 27, 2020. ( 6 )Consists of 21,834 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.

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