| 1. Title of Derivative Security (Instr. 4)
 | 2. Date Exercisable and Expiration Date (Month/Day/Year)
 | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
 | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)
 | 6. Nature of Indirect Beneficial Ownership (Instr. 5)
 | 
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | 
| Stock Apprecation Rights | (1) | 05/18/2021 | Common Stock | 1,042 | $
                53.29 | D |  | 
| Stock Appreciation Rights | (2) | 05/31/2022 | Common Stock | 1,573 | $
                44.79 | D |  | 
| Stock Apprecation Rights | (3) | 12/19/2023 | Common Stock | 1,929 | $
                79.58 | D |  | 
| Stock Appreciation Rights | (4) | 04/30/2024 | Common Stock | 3,464 | $
                59.98 | D |  | 
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | These stock appreciation rights were fully vested as of May 18, 2014 | 
| (2) | Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on May 31, 2013, 20% vested on May 31, 2014 and the remaining 60% will vest on May 31, 2015. | 
| (3) | Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested June 21, 2014, 20% will vest June 21, 2015 and the remaining 60% will vest on June 21, 2016. | 
| (4) | Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% will vest April 30, 2015, 20% will vest April 30, 2016 and the remaining 60% will vest on April 30, 2017. |