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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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) 03/05/2015 (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 03/05/2015   M   250,000 A $ 7.5 1,485,274 D   Common Stock 03/05/2015   F(1)   154,156 D $ 31.79 1,331,118 D   Common Stock 03/05/2015   M   727,340 A $ 24.32 2,058,458 D   Common Stock 03/05/2015   F   645,611 D $ 31.79 1,412,847 D   Common Stock 03/05/2015   M   792,240 A $ 24.32 2,205,087 D   Common Stock 03/05/2015   F   703,219 D $ 31.79 1,501,868 D   Common Stock               31,234 I by trust for child Common Stock               113,122 I Beneficially owned through Michael O. Johnson IRA

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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 (right to buy)

$ 7.5

03/05/2015

M

250,000

07/27/2010

04/27/2015

Common Stock

250,000

$ 0

0

D

Stock Appreciation Rights

$ 24.32

03/05/2015

M

727,340

03/27/2012

03/27/2015

Common Stock

727,340

$ 0

0

D

Stock Appreciation Rights

$ 24.32

03/05/2015

M

792,240

03/27/2012

03/27/2015

Common Stock

792,240

$ 0

0

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 Jim Berklas, Attorney-in-Fact		03/05/2015
**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)	Represents a "net exercise" of outstanding stock options. The reporting person received 95,844 shares of common stock upon the net exercise of the option to purchase 250,000 shares of common stock. The reporting person forfeited 154,156 shares of common stock underlying the option in payment of the exercise price and to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 5, 2015 of $31.79.

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