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 *
JOHNSON MICHAEL
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
800 W. OLYMPIC BOULEVARD, #406		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2015
(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 03/05/2015   M   250,000 A $ 7.5 1,485,274 D  
Common Stock 03/05/2015   F(1)   154,156 D $ 31.79 1,331,118 D  
Common Stock 03/05/2015   M   727,340 A $ 24.32 2,058,458 D  
Common Stock 03/05/2015   F   645,611 D $ 31.79 1,412,847 D  
Common Stock 03/05/2015   M   792,240 A $ 24.32 2,205,087 D  
Common Stock 03/05/2015   F   703,219 D $ 31.79 1,501,868 D  
Common Stock               31,234 I by trust for child
Common Stock               113,122 I Beneficially owned through Michael O. Johnson IRA

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
Non-Qualified Stock Option (right to buy) $ 7.5 03/05/2015   M     250,000 07/27/2010 04/27/2015 Common Stock 250,000 $ 0 0 D  
Stock Appreciation Rights $ 24.32 03/05/2015   M     727,340 03/27/2012 03/27/2015 Common Stock 727,340 $ 0 0 D  
Stock Appreciation Rights $ 24.32 03/05/2015   M     792,240 03/27/2012 03/27/2015 Common Stock 792,240 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON MICHAEL
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015		   X     Chairman & CEO  

Signatures

 Michael O. Johnson by Jim Berklas, Attorney-in-Fact   03/05/2015
**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) Represents a "net exercise" of outstanding stock options. The reporting person received 95,844 shares of common stock upon the net exercise of the option to purchase 250,000 shares of common stock. The reporting person forfeited 154,156 shares of common stock underlying the option in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2015 of $31.79.

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