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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(Print or Type Responses)

1. Name and Address of Reporting Person * Fernandez Calero Miguel Angel   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) EVP, The Americas & WWD Ops (Last) (First) (Middle) 800 W. OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2013 (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 12/23/2013   M   3,333 A $ 6.82 7,516 D   Common Stock 12/23/2013   D   1,198 D $ 80.81 6,318 D   Common Stock 12/23/2013   M   12,000 A $ 15.14 18,318 D   Common Stock 12/23/2013   D   5,175 D $ 80.81 13,143 D   Common Stock 12/23/2013   M   19,832 A $ 22.94 32,975 D   Common Stock 12/23/2013   D   9,891 D $ 80.81 23,084 D   Common Stock 12/23/2013   M   6,500 A $ 53.29 29,584 D   Common Stock 12/23/2013   D   4,952 D $ 80.81 24,632 D   Common Stock 12/23/2013   M   4,918 A $ 44.79 29,550 D   Common Stock 12/23/2013   D   3,384 D $ 80.81 26,166 D

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

$ 6.82

12/23/2013

M

3,333

(1)

02/27/2019

Common Stock

3,333

$ 0

3,333

D

Stock Appreciation Rights

$ 15.14

12/23/2013

M

12,000

(2)

08/31/2019

Common Stock

12,000

$ 0

0

D

Stock Appreciation Rights

$ 22.94

12/23/2013

M

19,832

(3)

05/07/2020

Common Stock

19,832

$ 0

0

D

Stock Appreciation Rights

$ 53.29

12/23/2013

M

6,500

(4)

05/18/2021

Common Stock

6,500

$ 0

9,750

D

Stock Appreciation Rights

$ 44.79

12/23/2013

M

4,918

(5)

05/31/2022

Common Stock

4,918

$ 0

19,672

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fernandez Calero Miguel Angel 800 W. OLYMPIC BLVD., SUITE 406 LOS ANGELES, CA 90015			EVP, The Americas & WWD Ops

Signatures

Miguel Fernandez Calero by Jim Berklas, Attorney-in-Fact		12/24/2013
**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 stock appreciation rights subject to this award vest in 1/3 increments on each of February 27, 2012, February 27, 2013 and February 27, 2014.
(2)	These stock appreciation rights were fully vested as of August 31, 2012.
(3)	These stock appreciation rights were fully vested as of May 7, 2013.
(4)	The stock appreciation rights subject to this award vest in increments of 20%, 20% and 60% on May 18, 2012, May 18, 2013, and May 18, 2014, respectively.
(5)	The stock appreciation rights subject to this award vest in increments of 20%, 20% and 60% on May 31, 2013, May 31, 2014, and May 31, 2015, respectively.

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