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 *
Fleming Ibelis
   2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF] 		5. 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 America
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE 406		 3. Date of Earliest Transaction (Month/Day/Year)
08/11/2016
(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 08/11/2016   M   10,000 A $ 6.82 14,143 (1) D  
Common Stock 08/11/2016   D   1,050 D $ 65 13,093 D  
Common Stock 08/11/2016   F(2)   3,364 D $ 65 9,729 D  
Common Stock 08/11/2016   S   4,143 D $ 64.81 (3) 5,586 D  
Common Stock 08/15/2016   S   5,586 D $ 64.89 (4) 0 D  

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
Stock Appreciation Rights $ 6.82 08/11/2016   M     10,000 02/27/2012 02/27/2019 Common Stock 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fleming Ibelis
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015		       SVP/Managing Dir North America  

Signatures

 /s/ Eileen Uy, Attorney-in-Fact for Ibelis Fleming   08/15/2016
**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) The total number of shares has been adjusted to include 785 shares inadvertently omitted from prior reports.
(2) The reporting person received 5,586 shares of common stock upon the net exercise of 10,000 stock appreciation rights ("SARs"). The reporting person forfeited 1,050 shares of common stock underlying the SARs in payment of the exercise price and 3,364 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 11, 2016 of $65.00.
(3) This transaction was executed in multiple trades at prices ranging from $64.73 to $64.95. The price reported reflects the weighted average sale price of $64.81. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission (the "Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4) This transaction was executed in multiple trades at prices ranging from $64.82 to $65.01. The price reported reflects the weighted average sale price of $64.89. The reporting person hereby undertakes to provide upon request by the Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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