Edgar Filing: Hienrich Edi

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Hienrich Edi

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2009

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]

(Last)

(First)

(Middle)

800 W. OLYMPIC BLVD. SUITE 406

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP/Managing Director EMEA

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES,Â CAÂ 90015

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	927	D	Â
Common Stock	877	I	By wife
Common Stock ⁽¹⁾	223 ⁽²⁾	D	Â
Common Stock ⁽³⁾	730 ⁽²⁾	D	Â
Common Stock ⁽⁴⁾	1,104 ⁽²⁾	D	Â
Common Stock ⁽⁵⁾	10,061 ⁽²⁾	D	Â
Common Stock ⁽⁶⁾	177 ⁽²⁾	I	By wife
Common Stock ⁽⁷⁾	755 ⁽²⁾	I	By wife
Common Stock ⁽⁸⁾	939 ⁽²⁾	I	By wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	Â ⁽⁹⁾	04/27/2015	Common Stock	4,400	$ 15	D	Â
Non-Qualified Stock Option	Â ⁽¹⁰⁾	04/27/2015	Common Stock	7,600	$ 15	I	By wife
Stock Appreciation Rights	Â ⁽¹¹⁾	03/23/2016	Common Stock	3,038	$ 32.79	D	Â
Stock Appreciation Rights	Â ⁽¹²⁾	05/29/2017	Common Stock	4,410	$ 40.25	D	Â
Stock Appreciation Rights	Â ⁽¹³⁾	02/28/2018	Common Stock	2,900	$ 43.13	D	Â
Stock Appreciation Rights	Â ⁽¹⁴⁾	02/27/2019	Common Stock	3,000	$ 13.64	D	Â
Stock Appreciation Rights	Â ⁽¹⁵⁾	08/31/2019	Common Stock	20,000	$ 30.28	D	Â
Stock Appreciation Rights	Â ⁽¹⁶⁾	03/23/2016	Common Stock	4,340	$ 32.79	I	By wife
Stock Appreciation Rights	Â ⁽¹⁷⁾	07/31/2017	Common Stock	5,000	$ 40.98	I	By wife
Stock Appreciation Rights	Â ⁽¹⁸⁾	05/29/2017	Common Stock	3,500	$ 40.25	I	By wife
Stock Appreciation Rights	Â ⁽¹⁹⁾	02/28/2018	Common Stock	3,000	$ 43.13	I	By wife
Stock Appreciation Rights	Â ⁽²⁰⁾	02/27/2019	Common Stock	2,550	$ 13.64	I	By wife

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hienrich Edi 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES,Â CAÂ 90015	Â	Â	Â SVP/Managing Director EMEA	Â

Signatures

Edi Hienrich by Brett R. Chapman, Attorney-in-Fact		09/21/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of common stock on vesting. The units subject to the grant vest in one-third increments. One increment vested on 06/29/2008, another vested on 05/29/2009 and the remaining increment will vest on 05/29/2010.
(2)	Includes dividend equivalents accrued with respect to this award of restricted stock units under the Herbalife Ltd. 2005 Stock Incentive Plan.
(3)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments. One increment vested on 3/28/2009 and the remaining two will vest on 02/28/2010 and 02/28/2011, respectively.
(4)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 03/27/2010, 02/27/2011 and 02/27/2012.
(5)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 09/30/2010, 08/31/2011 and 08/31/2012.
(6)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments. One increment vested on 06/29/2008, another vested on 05/29/2009 and the remaining increment will vest on 05/29/2010.
(7)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments. One increment vested on 03/28/2009 and the two will vest on 02/28/2010 and 02/28/2011, respectively.
(8)	Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan. The units subject to the grant vest in one-third increments on 03/27/2010, 02/27/2011 and 02/27/2012.
(9)	Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan that vest quarterly in 5% increments from 04/27/2005 through 03/31/2010.
(10)	Consists of Non-Qualified Stock Options granted under the Herbalife Ltd. 2004 Stock Incentive Plan that vest quarterly in 5% increments from 04/27/2005 through 03/31/2010.
(11)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest quarterly in 5% increments from 03/23/2006 through 12/31/2010.
(12)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 05/29/2008, 20% vested on 05/29/2009 and the remaining 60% will vest 05/29/2010.
(13)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 02/28/2009, 20% will vest on 02/28/2010 and the remaining 60% will vest on 02/28/2011.
(14)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 02/27/2010, 20% will vest on 02/27/2011 and the remaining 60% will vest on 02/27/2012.
(15)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 08/31/2010, 20% will vest on 08/31/2011 and the remaining 60% will vest on 08/31/2012.
(16)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest quarterly in 5% increments from 03/23/2006 through 12/31/2010.
(17)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 07/31/2008, 20% vested on 07/31/2009 and the remaining 60% will vest on 07/31/2010.
(18)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 05/29/2008, 20% vested on 05/29/2009 and the remaining 60% will vest on 05/29/2010.
(19)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on 02/27/2009, 20% will vest on 02/27/2010 and the remaining 60% will vest on 02/27/2011.
(20)	Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on 02/27/2010, 20% will vest on 02/27/2011 and the remaining 60% will vest on 02/27/2012.

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