Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lamberti Frank

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]

(Last)

(First)

(Middle)

800 W. OLYMPIC BLVD., SUITE 406

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Managing Dir. -North Asia

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES, CA 90015

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,282 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Right	⁽²⁾	02/27/2019	Common Stock	6,666	$ 6.82	D
Stock Appreciation Right	⁽³⁾	05/07/2020	Common Stock	4,237	$ 22.94	D
Stock Appreciation Right	⁽⁴⁾	05/18/2021	Common Stock	4,861	$ 53.29	D
Stock Appreciation Right	⁽⁵⁾	12/01/2021	Common Stock	3,115	$ 55.9	D
Stock Appreciation Right	⁽⁶⁾	05/31/2022	Common Stock	12,295	$ 44.79	D
Stock Appreciation Right	⁽⁷⁾	12/19/2023	Common Stock	5,675	$ 79.58	D
Stock Appreciation Right	⁽⁸⁾	04/30/2024	Common Stock	7,217	$ 59.98	D
Stock Appreciation Right	⁽⁹⁾	03/02/2025	Common Stock	14,070	$ 30.44	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lamberti Frank 800 W. OLYMPIC BLVD., SUITE 406 LOS ANGELES, CA 90015			SVP, Managing Dir. -North Asia

Signatures

/s/ Eileen Uy, Attorney-in-Fact for Frank Lamberti		01/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of restricted stock units, receipt of which the reporting person has elected to defer.
(2)	These stock appreciation rights were fully vested as of February 27, 2012.
(3)	These stock appreciation rights were fully vested as of May 7, 2013.
(4)	These stock appreciation rights were fully vested as of May 18, 2014.
(5)	These stock appreciation rights were fully vested as of December 1, 2014.
(6)	These stock appreciation rights were fully vested as of May 31, 2015.
(7)	40% of these stock appreciation rights vested as of December 19, 2015 and the remaining 60% will vest on June 21, 2016.
(8)	20% of these stock appreciation rights vested as of April 30, 2015, 20% will vest on April 30, 2016 and the remaining 60% will vest on April 30, 2017.
(9)	20% of these stock appreciation rights will vest on March 2, 2016, 20% will vest on March 2, 2017 and the remaining 60% will vest on March 2, 2018.
Remarks: Exhibit List: Exhibit 24 - Limited Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.