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 *
Harms Thomas
  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, China & APAC
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE 406
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2018
(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 04/02/2018   M(1)(2)   9,176 A $ 30.44 13,810 D  
Common Stock 04/02/2018   D(1)(2)   2,869 D $ 97.38 10,941 D  
Common Stock 04/02/2018   F(1)(2)   3,128 D $ 97.38 7,813 D  
Common Stock 04/02/2018   M(1)(3)   6,639 A $ 59.98 14,452 D  
Common Stock 04/02/2018   D(1)(3)   4,090 D $ 97.38 10,362 D  
Common Stock 04/02/2018   F(1)(3)   1,265 D $ 97.38 9,097 D  
Common Stock 04/02/2018   M(1)(4)   11,803 A $ 44.79 20,900 D  
Common Stock 04/02/2018   D(1)(4)   5,429 D $ 97.38 15,471 D  
Common Stock 04/02/2018   F(1)(4)   3,161 D $ 97.38 12,310 D  
Common Stock 04/02/2018   M(1)(5)   4,167 A $ 53.29 16,477 D  
Common Stock 04/02/2018   D(1)(5)   2,281 D $ 97.38 14,196 D  
Common Stock 04/02/2018   F(1)(5)   684 D $ 97.38 13,512 D  
Common Stock 04/02/2018   M(1)(6)   5,032 A $ 22.94 18,544 D  
Common Stock 04/02/2018   D(1)(6)   1,186 D $ 97.38 17,358 D  
Common Stock 04/02/2018   F(1)(6)   1,331 D $ 97.38 16,027 D  
Common Stock 04/04/2018   S(1)   11,393 D $ 95.98 4,634 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 Right $ 30.44 04/02/2018   M(1)(2)     9,176 03/02/2018 03/02/2025 Common Stock 9,176 $ 0 0 D  
Stock Appreciation Right $ 59.98 04/02/2018   M(1)(3)     6,639 04/30/2017 04/30/2024 Common Stock 6,639 $ 0 0 D  
Stock Appreciation Right $ 44.79 04/02/2018   M(1)(4)     11,803 05/31/2015 05/31/2022 Common Stock 11,803 $ 0 0 D  
Stock Appreciation Right $ 53.29 04/02/2018   M(1)(5)     4,167 05/18/2014 05/18/2021 Common Stock 4,167 $ 0 0 D  
Stock Appreciation Right $ 22.94 04/02/2018   M(1)(6)     5,032 05/07/2010 05/07/2020 Common Stock 5,032 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Harms Thomas
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015
      SVP, China & APAC  

Signatures

 /s/ Eileen Uy, Attorney-in-Fact for Thomas Harms   04/04/2018
**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) This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2018.
(2) The reporting person received 3,179 shares of common stock upon the net exercise of 9,176 stock appreciation rights ("SARs"). The reporting person forfeited 2,869 shares of common stock underlying such SARs in payment of the exercise price and 3,128 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018 of $97.38.
(3) The reporting person received 1,284 shares of common stock upon the net exercise of 6,639 SARs. The reporting person forfeited 4,090 shares of common stock underlying such SARs in payment of the exercise price and 1,265 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(4) The reporting person received 3,213 shares of common stock upon the net exercise of 11,803 SARs. The reporting person forfeited 5,429 shares of common stock underlying such SARs in payment of the exercise price and 3,161 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(5) The reporting person received 1,202 shares of common stock upon the net exercise of 4,167 SARs. The reporting person forfeited 2,281 shares of common stock underlying such SARs in payment of the exercise price and 684 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
(6) The reporting person received 2,515 shares of common stock upon the net exercise of 5,032 SARs. The reporting person forfeited 1,186 shares of common stock underlying such SARs in payment of the exercise price and 1,331 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.

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