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 * Bermingham Richard P   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 800 W. OLYMPIC BLVD. SUITE 406 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2018 (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 02/28/2018   M(1)   7,503 A $ 44.79 11,087 (2) D   Common Stock 02/28/2018   D(1)   3,649 D $ 92.1 7,438 D   Common Stock 02/28/2018   M(3)   4,526 A $ 79.58 11,964 D   Common Stock 02/28/2018   D(3)   3,911 D $ 92.1 8,053 D   Common Stock 03/02/2018   S   3,800 D $ 91.77 4,253 D

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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

Stock Appreciation Rights

$ 44.79

02/28/2018

M(1)

7,503

05/31/2015

05/31/2022

Common Stock

7,503

$ 0

0

D

Stock Appreciation Rights

$ 79.58

02/28/2018

M(3)

4,526

12/19/2016

12/19/2023

Common Stock

4,526

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bermingham Richard P 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA 90015	X

Signatures

/s/ Eileen Uy, Attorney-in-Fact for Richard P. Bermingham		03/02/2018
**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 reporting person received 3,854 shares of common stock upon the net exercise of the 7,503 stock appreciation rights ("SARs"). The reporting person forfeited 3,649 shares of common stock underlying SARs in payment of the exercise price using the closing stock price on February 28, 2018 of $92.10.
(2)	Amount of securities beneficially owned following the reported transaction was corrected to add 1,665 shares previously disclosed on the reporting person's Form 4 filed on May 9, 2017.
(3)	The reporting person received 615 shares of common stock upon the net exercise of the 4,526 SARs. The reporting person forfeited 3,911 shares of common stock underlying SARs in payment of the exercise price using the closing stock price on February 28, 2018 of $92.10.

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