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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOUDIS RICHARD 		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 BOULEVARD, #406 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/9/2011
(Street)

LOS ANGELES, CA 90015
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/9/2011     M (1)    3150   A $16.395   128693   D    
Common Stock   9/9/2011     D    1983   D $53.81   126710   D    
Common Stock   9/9/2011     M (1)    26634   A $21.565   153344   D    
Common Stock   9/9/2011     D    18125   D $53.81   135219   D    
Common Stock   9/9/2011     M (1)    7200   A $21.915   142419   D    
Common Stock   9/9/2011     D    4926   D $53.81   137493   D    
Common Stock   9/9/2011     M (1)    8878   A $6.82   146371   D    
Common Stock   9/9/2011     D    4745   D $53.81   141626   D    
Common Stock   9/9/2011     M (1)    13273   A $22.94   154899   D    
Common Stock   9/9/2011     D    9214   D $53.81   145685   D    
Common Stock   9/13/2011     S (1)    20142   D $55   125543   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $16.395   9/9/2011     M         3150      (2) 3/23/2016   Common Stock   3150   $ 0   0   (3) D    
Stock Appreciation Rights   $21.565   9/9/2011     M         26634      (4) 2/28/2018   Common Stock   26634   $ 0   0   (5) D    
Stock Appreciation Rights   $21.915   9/9/2011     M         7200      (6) 8/4/2018   Common Stock   7200   $ 0   0   (7) D    
Stock Appreciation Rights   $6.82   9/9/2011     M         8878      (8) 2/27/2019   Common Stock   8878   $ 0   26634   (9) D    
Stock Appreciation Rights   $22.94   9/9/2011     M         13273      (10) 5/7/2020   Common Stock   13273   $ 0   53093   (11) D    

Explanation of Responses:
( 1)  The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 9, 2011.
( 2)  These stock appreciation rights were fully vested as of December 31, 2010.
( 3)  On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 1,575 additional stock appreciation rights with respect to this award.
( 4)  These stock appreciation rights were fully vested as of February 28, 2011.
( 5)  On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 13,317 additional stock appreciation rights with respect to this award.
( 6)  These stock appreciation rights were fully vested as of August 4, 2011.
( 7)  On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 3,600 additional stock appreciation rights with respect to this award.
( 8)  These stock appreciation rights vested as to 20% of the award on each of February 27, 2010 and February 27, 2011 and will vest as to the remaining 60% of the award on February 27, 2012.
( 9)  On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 17,576 additional stock appreciation rights with respect to this award.
( 10)  These stock appreciation rights vested as to 20% of the award on May 7, 2011 and will vest as to 20% of the award on May 7, 2012 and as to 60% of the award on May 7, 2013.
( 11)  On May 17, 2011, the common stock of Herbalife Ltd. split 2-for-1, resulting in the reporting person's acquisition of 33,183 additional stock appreciation rights with respect to this award.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOUDIS RICHARD
800 W. OLYMPIC BOULEVARD, #406
LOS ANGELES, CA 90015

Chief Operating Officer

Signatures
Richard P. Goudis by Brett R. Chapman, Attorney-in-Fact 9/13/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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