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 * 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) 09/10/2012 (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               841,958 (1) D   Common Stock 09/10/2012   G V 29,181 (2) D $ 0 89,591 (3) I to child from GRAT Common Stock 09/10/2012   G V 14,591 (4) D $ 0 75,000 I to child from GRAT Common Stock 09/10/2012   G V 14,591 A $ 0 14,591 I by child Common Stock 09/10/2012   G V 29,181 (5) D $ 0 89,591 (6) I to child from spouse's GRAT Common Stock 09/10/2012   G V 14,591 (7) D $ 0 75,000 I to child from spouse's GRAT Common Stock 09/10/2012   G V 14,591 A $ 0 29,181 I by child Common Stock               113,122 I Beneficially owned through Michael O. Johnson IRA

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

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 Brett R. Chapman, Attorney-in-Fact		10/26/2012
**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 amount of securities beneficially owned directly by the reporting person has been increased by 71,296 shares to reflect the transfer on September 10, 2012 by the reporting person of 35,648 shares of Herbalife common stock, and the transfer by the reporting person's spouse on September 10, 2012 of 35,648 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.
(2)	This transaction involved a gift of securities by the reporting person to irrevocable trusts for the benefit of his children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
(3)	The amount of securities beneficially owned by the reporting person's grantor retained annuity trust has been reduced by 35,648 to reflect the contribution of those shares to the Johnson Family Trust.
(4)	This transaction involved a gift of securities by the reporting person to an irrevocable trust for the benefit of his daughter, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust, and this report should not be deemed an admission that the reporting person is the benefcial owner of the shares held in this trust for purposes of section 16 or for any other purpose.
(5)	This transaction involved a gift of securities from the reporting person's spouse to irrevocable trusts for the benefit of their children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
(6)	The amount of securites beneficially owned by the grantor retained annuity trust of the reporting person's spouse has been reduced by 35,648 to reflect the contribution of those shares to the Johnson Family Trust.
(7)	This transaction involved a gift of securities by the reporting person's spouse to an irrevocable trust for the benefit of their daughter, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of section 16 or for any other purpose.

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