Sec Form 4 Filing - Harms Thomas @ HERBALIFE LTD. - 2018-04-02

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 Harms Thomas 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, China & APAC (Last) (First) (Middle) 800 W. OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2018 (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 04/02/2018 M( 1 )( 2 ) 9,176 A $ 30.44 13,810 D Common Stock 04/02/2018 D( 1 )( 2 ) 2,869 D $ 97.38 10,941 D Common Stock 04/02/2018 F( 1 )( 2 ) 3,128 D $ 97.38 7,813 D Common Stock 04/02/2018 M( 1 )( 3 ) 6,639 A $ 59.98 14,452 D Common Stock 04/02/2018 D( 1 )( 3 ) 4,090 D $ 97.38 10,362 D Common Stock 04/02/2018 F( 1 )( 3 ) 1,265 D $ 97.38 9,097 D Common Stock 04/02/2018 M( 1 )( 4 ) 11,803 A $ 44.79 20,900 D Common Stock 04/02/2018 D( 1 )( 4 ) 5,429 D $ 97.38 15,471 D Common Stock 04/02/2018 F( 1 )( 4 ) 3,161 D $ 97.38 12,310 D Common Stock 04/02/2018 M( 1 )( 5 ) 4,167 A $ 53.29 16,477 D Common Stock 04/02/2018 D( 1 )( 5 ) 2,281 D $ 97.38 14,196 D Common Stock 04/02/2018 F( 1 )( 5 ) 684 D $ 97.38 13,512 D Common Stock 04/02/2018 M( 1 )( 6 ) 5,032 A $ 22.94 18,544 D Common Stock 04/02/2018 D( 1 )( 6 ) 1,186 D $ 97.38 17,358 D Common Stock 04/02/2018 F( 1 )( 6 ) 1,331 D $ 97.38 16,027 D Common Stock 04/04/2018 S( 1 ) 11,393 D $ 95.98 4,634 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 Right $ 30.44 04/02/2018 M( 1 )( 2 ) 9,176 03/02/2018 03/02/2025 Common Stock 9,176 $ 0 0 D Stock Appreciation Right $ 59.98 04/02/2018 M( 1 )( 3 ) 6,639 04/30/2017 04/30/2024 Common Stock 6,639 $ 0 0 D Stock Appreciation Right $ 44.79 04/02/2018 M( 1 )( 4 ) 11,803 05/31/2015 05/31/2022 Common Stock 11,803 $ 0 0 D Stock Appreciation Right $ 53.29 04/02/2018 M( 1 )( 5 ) 4,167 05/18/2014 05/18/2021 Common Stock 4,167 $ 0 0 D Stock Appreciation Right $ 22.94 04/02/2018 M( 1 )( 6 ) 5,032 05/07/2010 05/07/2020 Common Stock 5,032 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harms Thomas 800 W. OLYMPIC BLVD., SUITE 406 LOS ANGELES, CA90015 SVP, China & APAC Signatures /s/ Eileen Uy, Attorney-in-Fact for Thomas Harms 04/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2018. ( 2 )The reporting person received 3,179 shares of common stock upon the net exercise of 9,176 stock appreciation rights ("SARs"). The reporting person forfeited 2,869 shares of common stock underlying such SARs in payment of the exercise price and 3,128 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018 of $97.38. ( 3 )The reporting person received 1,284 shares of common stock upon the net exercise of 6,639 SARs. The reporting person forfeited 4,090 shares of common stock underlying such SARs in payment of the exercise price and 1,265 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38. ( 4 )The reporting person received 3,213 shares of common stock upon the net exercise of 11,803 SARs. The reporting person forfeited 5,429 shares of common stock underlying such SARs in payment of the exercise price and 3,161 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38. ( 5 )The reporting person received 1,202 shares of common stock upon the net exercise of 4,167 SARs. The reporting person forfeited 2,281 shares of common stock underlying such SARs in payment of the exercise price and 684 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38. ( 6 )The reporting person received 2,515 shares of common stock upon the net exercise of 5,032 SARs. The reporting person forfeited 1,186 shares of common stock underlying such SARs in payment of the exercise price and 1,331 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

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).

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