Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 BOULEVARD, #406
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2011
(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 11/01/2011   M   197,062 A $ 12.32 1,047,017 (1) D  
Common Stock 11/01/2011   S(2)   37,100 D $ 56.19 (3) 1,009,917 D  
Common Stock 11/01/2011   S(2)   112,815 D $ 57.35 (4) 897,102 D  
Common Stock 11/01/2011   S(2)   26,582 D $ 58 (5) 870,520 D  
Common Stock               79,420 (6) I Beneficially owned through Spouse's GRAT
Common Stock               79,420 (7) I Beneficially owned through GRAT
Common Stock               113,042 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
Non-Qualified Stock Option $ 12.32 11/01/2011   M     197,062   (8) 04/03/2013 Common Stock 197,062 $ 0 394,122 D  

Reporting Owners

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

Signatures

 Michael O. Johnson by Brett R. Chapman, Attorney-in-Fact   11/03/2011
**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 number of shares reported as beneficially owned by the reporting person following this transaction has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the reporting person's GRAT and 30,580 shares formerly held in the GRAT of the reporting person's spouse into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2011.
(3) This transaction was executed in multiple trades at prices ranging from $55.80 to $56.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $56.80 to $57.79. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $57.80 to $58.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6) The number of shares reported as beneficially owned by the reporting person's GRAT has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the reporting person's GRAT into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.
(7) The number of shares reported as beneficially owned by the GRAT of the reporting person's spouse has been adjusted to reflect the transfer on October 6, 2011 of 30,580 shares formerly held in the GRAT of the reporting person's spouse into a trust of which the reporting person is trustee and beneficiary. There was no change in the reporting person's pecuniary interest in these shares as a result of the transfer and the transfer was exempt from Section 16 pursuant to Rule 16a-13 thereunder.
(8) These options were fully vested as of June 30, 2008.

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