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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OMB Number: 3235-0287
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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 *

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 (MM/DD/YYYY)

8/9/2012
(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   8/9/2012     G (1)   V 56281   D $0.00   863868   D    
Common Stock   8/9/2012     G (1)   V 56281   A $0.00   920149   D    
Common Stock   8/23/2012     G (2)   V 75000   D $0.00   770149   (3) D    
Common Stock   9/4/2012     A (4)    513   A $0.00   770662   D    
Common Stock   8/23/2012     G (5)   V 75000   A $0.00   154420   I   Beneficially owned through Spouse's GRAT   (6)
Common Stock                  154420   I   Beneficially owned through GRAT   (7)
Common Stock                  113122   I   Beneficially owned through Michael O. Johnson IRA  

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

Explanation of Responses:
( 1)  This report is voluntarily filed to reflect the contribution by the reporting person of 56,281 shares of the issuer's common stock to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.
( 2)  The reporting person and his spouse have entered into a transmutation agreement pursuant to which the reporting person and his spouse agreed that 75,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of his spouse and 75,000 shares of Herbalife common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person. Concurrently with the entry into this agreement, the reporting person's spouse contributed such shares to a grantor retained annuity trust for which she is the sole beneficiary and the initial trustee. Accordingly, such shares are now reported as indirectly owned by the reporting person through his spouse's grantor retained annuity trust.
( 3)  The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 75,000 shares to reflect the contribution by the reporting person on August 23, 2012, of 75,000 shares of Herbalife common stock to a grantor retained annuity trust for which the reporting person is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through his grantor retained annuity trust. These 75,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person pursuant to a transmutation agreement he signed with his spouse.
( 4)  Consists of dividend equivalents accrued with respect to previous awards of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan.
( 5)  The amount of securities beneficially owned directly by the reporting person following this transaction has been reduced by 75,000 shares to reflect the contribution by the reporting person on August 23, 2012, of 75,000 shares of Herbalife common stock to a grantor retained annuity trust for which the reporting person's spouse is the sole beneficiary and the initial trustee. Such shares are now reported as indirectly owned by the reporting person through the grantor retained annuity trust of his spouse. These 75,000 shares of Herbalife common stock are the shares deemed to be the separate property of the reporting person's spouse pursuant to their transmutation agreement.
( 6)  The reporting person's spouse is the sole beneficiary and initial trustee of her grantor retained annuity trust.
( 7)  The reporting person is the sole beneficiary and the initial trustee of his grantor retained annuity trust.

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 9/5/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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