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 *
PEZZULLO DAVID
   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)
Chief Operating Officer
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD, SUITE 406		 3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018
(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 03/05/2018   M(1)   19,832 A $ 22.94 83,358 D  
Common Stock 03/05/2018   D(1)   4,826 D $ 94.27 78,532 D  
Common Stock 03/05/2018   F(1)   7,440 D $ 94.27 71,092 D  
Common Stock 03/05/2018   M(2)   50,000 A $ 6.82 121,092 D  
Common Stock 03/05/2018   D(2)   3,618 D $ 94.27 117,474 D  
Common Stock 03/05/2018   F(2)   21,969 D $ 94.27 95,505 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 $ 22.94 03/05/2018   M(1)     19,832 05/07/2013 05/07/2020 Common Stock 19,832 $ 0 0 D  
Stock Appreciation Rights $ 6.82 03/05/2018   M(2)     50,000 02/27/2012 02/27/2019 Common Stock 50,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEZZULLO DAVID
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES, CA 90015		       Chief Operating Officer  

Signatures

 /s/ Eileen Uy, Attorney-in-Fact for David Pezzullo   03/07/2018
**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 7,566 shares of common stock upon the net exercise of the 19,832 stock appreciation rights ("SARs"). The reporting person forfeited 4,826 shares of common stock underlying SARs in payment of the exercise price and 7,440 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.
(2) The reporting person received 24,413 shares of common stock upon the net exercise of the 50,000 SARs. The reporting person forfeited 3,618 shares of common stock underlying the SARs in payment of the exercise price and 21,969 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2018 of $94.27.

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