SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Cuesta Patricio

(Last) (First) (Middle)
800 W. OLYMPIC BLVD., SUITE 406

(Street)
LOS ANGELES CA 90015

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2009
3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]
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 SAM
5. If Amendment, Date of 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
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(1) 1,000 D
Common Stock(2) 220 D
Common Stock(3) 1,000 D
Common Stock(4) 897 D
Common Stock(5) 2,155 D
Common Stock(6) 200 D
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights (7) 11/30/2017 Common Stock 1,400 $38.96 D
Stock Appreciation Rights (8) 05/29/2017 Common Stock 1,540 $40.25 D
Stock Appreciation Rights (9) 12/31/2017 Common Stock 6,000 $40.28 D
Stock Appreciation Rights (10) 02/28/2018 Common Stock 2,500 $43.13 D
Stock Appreciation Rights (11) 02/27/2019 Common Stock 7,000 $13.64 D
Stock Appreciation Rights (11) 02/27/2019 Common Stock 6,013 $13.64 D
Explanation of Responses:
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 on March 28, 2009, February 28, 2010 and February 28, 2011.
2. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in one-third increments on June 29, 2008, May 29, 2009 and May 29, 2010.
3. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in one-third increments on January 31, 2009, December 31, 2009 and December 31, 2010.
4. Consists of stock appreciation units granted under the Herbalife Ltd. 2005 Stock Incentive Plan vesting on the following schedule: 20% on February 28, 2009, 20% on February 28, 2010 and the remaining 60% on February 28, 2011.
5. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in one-third increments on March 27, 2010, February 27, 2011 and February 27, 2012.
6. Consists of restricted stock units granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in one-third increments on December 31, 2007, November 30, 2008 and November 30, 2009.
7. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan that vest in 5% increments commencing on December 31, 2006 and on the last day of the nineteen subsequent calendar quarters.
8. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on May 29, 2008, 20% vested on May 29, 2009 and the remaining 60% will vest on May 29, 2010.
9. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on December 31, 2008, 20% will vest on December 31, 2009 and the remaining 60% will vest on December 31, 2010.
10. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% vested on February 28, 2009, 20% will vest on February 28, 2010 and the remaining 60% will vest on February 28, 2011.
11. Consists of stock appreciation rights granted under the Herbalife Ltd. 2005 Stock Incentive Plan, of which 20% will vest on February 27, 2010, 20% will vest on February 27, 2011 and the remaining 60% will vest on February 27, 2012.
Remarks:
Patricio Cuesta by Jim Berklas, Attorney-in-Fact 07/29/2009
** 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 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).
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 Number.