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 BLVD., SUITE #406		 3. Date of Earliest Transaction (Month/Day/Year)
05/17/2017
(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 05/17/2017   M   240,000 A $ 21.565 1,922,135 D  
Common Stock 05/17/2017   D(1)   72,225 D $ 71.66 1,849,910 D  
Common Stock 05/17/2017   F(1)   94,710 D $ 71.66 1,755,200 D  
Common Stock 05/17/2017   M   240,000 A $ 6.82 1,995,200 D  
Common Stock 05/17/2017   D(2)   22,842 D $ 71.66 1,972,358 D  
Common Stock 05/17/2017   F(2)   122,587 D $ 71.66 1,849,771 D  
Common Stock 05/17/2017   M   250,000 A $ 6.82 2,099,771 D  
Common Stock 05/17/2017   D(3)   23,793 D $ 71.66 2,075,978 D  
Common Stock 05/17/2017   F(3)   127,694 D $ 71.66 1,948,284 D  
Common Stock               35,340 (4) 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
Stock Appreciation Right $ 21.565 05/17/2017   M     240,000 02/28/2011 02/28/2018 Common Stock 240,000 $ 0 0 D  
Stock Appreciation Right $ 6.82 05/17/2017   M     240,000 02/27/2012 02/27/2019 Common Stock 240,000 $ 0 0 D  
Stock Appreciation Right $ 6.82 05/17/2017   M     250,000 02/27/2014 02/27/2019 Common Stock 250,000 $ 0 0 D  

Reporting Owners

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

Signatures

 /s/ Eileen Uy, Attorney-in-Fact for Michael O. Johnson   05/19/2017
**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 reporting person received 73,065 shares of common stock upon the net exercise of the 240,000 stock appreciation rights ("SARS"). The reporting person forfeited 72,225 shares of common stock underlying the SARS in payment of the exercise price and 94,710 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
(2) The reporting person received 94,571 shares of common stock upon the net exercise of the 240,000 SARS. The reporting person forfeited 22,842 shares of common stock underlying the SARS in payment of the exercise price and 122,587 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
(3) The reporting person received 98,513 shares of common stock upon the net exercise of the 250,000 SARS. The reporting person forfeited 23,793 shares of common stock underlying the SARS in payment of the exercise price and 127,694 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
(4) The total number of shares held indirectly in trust for child has been increased by 4,106 shares to include shares inadvertently excluded from previous reports.

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