Ownership Submission
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, 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 *
  Lamberti Frank
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
800 W. OLYMPIC BLVD., SUITE 406		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Managing Dir. -North Asia
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90015		 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 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 9,282 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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 Right   (2) 02/27/2019 Common Stock 6,666 $ 6.82 D  
Stock Appreciation Right   (3) 05/07/2020 Common Stock 4,237 $ 22.94 D  
Stock Appreciation Right   (4) 05/18/2021 Common Stock 4,861 $ 53.29 D  
Stock Appreciation Right   (5) 12/01/2021 Common Stock 3,115 $ 55.9 D  
Stock Appreciation Right   (6) 05/31/2022 Common Stock 12,295 $ 44.79 D  
Stock Appreciation Right   (7) 12/19/2023 Common Stock 5,675 $ 79.58 D  
Stock Appreciation Right   (8) 04/30/2024 Common Stock 7,217 $ 59.98 D  
Stock Appreciation Right   (9) 03/02/2025 Common Stock 14,070 $ 30.44 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lamberti Frank
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015		       SVP, Managing Dir. -North Asia  

Signatures

/s/ Eileen Uy, Attorney-in-Fact for Frank Lamberti 01/08/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of restricted stock units, receipt of which the reporting person has elected to defer.
(2) These stock appreciation rights were fully vested as of February 27, 2012.
(3) These stock appreciation rights were fully vested as of May 7, 2013.
(4) These stock appreciation rights were fully vested as of May 18, 2014.
(5) These stock appreciation rights were fully vested as of December 1, 2014.
(6) These stock appreciation rights were fully vested as of May 31, 2015.
(7) 40% of these stock appreciation rights vested as of December 19, 2015 and the remaining 60% will vest on June 21, 2016.
(8) 20% of these stock appreciation rights vested as of April 30, 2015, 20% will vest on April 30, 2016 and the remaining 60% will vest on April 30, 2017.
(9) 20% of these stock appreciation rights will vest on March 2, 2016, 20% will vest on March 2, 2017 and the remaining 60% will vest on March 2, 2018.
 
Remarks:
Exhibit List:
Exhibit 24 - Limited Power of Attorney

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