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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tartol John
   2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406		 3. Date of Earliest Transaction (Month/Day/Year)
04/04/2014
(Street)

LOS ANGELES, CA 90015		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/04/2014   G V 178,361 (1) D $ 0 0 I By Corporation
Common Stock 04/04/2014   G V 178,361 A $ 0 178,863 D  
Common Stock 04/29/2014   G V 53,130 (2) D $ 0 0 I By Trust
Common Stock 04/29/2014   G V 53,130 A $ 0 231,993 D  
Common Stock 04/30/2014   A(3)   2,000 A $ 0 233,993 D  
Common Stock               150 I In custodial account (4)
Common Stock               150 I In custodial account (4)
Common Stock               150 I In custodial account (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tartol John
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015		   X      

Signatures

 John Tartol by Jim Berklas, Attorney-in-Fact   05/02/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction is voluntarily filed to reflect the transfer by the reporting person of 178,361 shares of Herbalife common stock from Tartol Enterprises, Inc. directly to the reporting person.
(2) This transaction is voluntarily filed to reflect the transfer by the reporting person of 53,130 shares of Herbalife common stock from the Tartol Enterprises Profit Sharing Plan to a SEP IRA.
(3) Consists of restricted stock units granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 25% will vest on each of July 15, 2014, October 15, 2014, January 15, 2015 and April 15, 2015.
(4) Shares held in custodial accounts for the benefit of each of the reporting person's children under the Uniform Transfer to Minors Act. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.

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