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Filing Details

Accession Number:: 0001209191-12-014166
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-02-29 19:07:12
Reporting Period:: 2012-02-27

Filing Date:: 2012-02-29
Accepted Time:: 2012-02-29 19:07:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1180262	Herbalife Ltd.	HLF	Wholesale-Drugs, Proprietaries & Druggists' Sundries (5122)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1311177	Brett Chapman	800 W. Olympic Boulevard, #406 Los Angeles CA 90015	General Counsel	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2012-02-27	1,252	$66.45	69,246	No	4	F	Direct
Common Stock	Disposition	2012-02-27	8,581	$66.50	60,665	No	4	F	Direct
Common Stock	Acquisiton	2012-02-27	26,634	$6.82	87,299	No	4	M	Direct
Common Stock	Disposition	2012-02-27	12,724	$66.50	74,575	No	4	D	Direct
Common Stock	Acquisiton	2012-02-27	33,334	$6.82	107,909	No	4	M	Direct
Common Stock	Disposition	2012-02-27	17,384	$66.50	90,525	No	4	D	Direct
Common Stock	Disposition	2012-02-28	29,860	$65.95	60,665	No	4	S	Direct
Common Stock	Disposition	2012-02-29	11,929	$66.50	48,736	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	F	Direct
No	4	M	Direct
No	4	D	Direct
No	4	M	Direct
No	4	D	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Appreciation Rights	Disposition	2012-02-27	26,634	$0.00	26,634	$6.82
Common Stock	Stock Appreciation Rights	Disposition	2012-02-27	33,334	$0.00	33,334	$6.82

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2019-02-27	No	4	M	Direct
66,666		2019-02-27	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	200	Indirect	By Children

Footnotes

Pursuant to the Issuer's 2005 Stock Incentive Plan and the terms of the related award agreement, shares of the Issuer's common stock are issued to the Reporting Person as his restricted stock units vest, with a portion of the newly issued shares automatically withheld by the Issuer to satisfy the resulting withholding tax obligation. This Statement of Changes of Beneficial Ownership has been filed to reflect that withholding of shares due to a recent vesting of restricted stock units held by the Reporting Person. The withholding of the newly issued shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.
The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2011.
This transaction was executed in multiple trades at prices ranging from $65.67 to $66.53. The price reported above reflects the weighted average sale price. 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.
The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
These stock appreciation rights were fully vested as of February 27, 2012.
Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested February 27, 2012, 20% will vest February 27, 2013 and the remaining 60% will vest February 27, 2014.