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 *
  Schissel Mark J
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2017
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)
EVP, WW Operations
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 1,200
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 12/19/2013(1) 12/19/2023 Common Stock 6,809 $ 79.58 D  
Stock Appreciation Right 04/30/2014(2) 04/30/2024 Common Stock 8,631 $ 59.98 D  
Stock Appreciation Right 03/02/2015(3) 03/02/2025 Common Stock 8,442 $ 30.44 D  
Stock Appreciation Right 05/09/2016(4) 05/09/2026 Common Stock 6,298 $ 62.51 D  
Stock Appreciation Right 02/27/2017(5) 02/27/2027 Common Stock 6,091 $ 57.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schissel Mark J
800 W. OLYMPIC BLVD., SUITE 406
LOS ANGELES, CA 90015
      EVP, WW Operations  

Signatures

/s/ Eileen Uy, Attorney-in-Fact for Mark J. Schissel 08/04/2017
**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) On December 19, 2013, the reporting person was granted 6,809 Stock Appreciation Rights ("SARs"). These SARs were fully as of December 19, 2016.
(2) On April 30, 2014, the reporting person was granted 8,631 SARs. These SARs were fully vested as of April 30, 2017.
(3) On March 2, 2015, the reporting person was granted 14,070 SARs. Forty percent (40%) of these SARs were vested as of March 2, 2017, and the remaining sixty percent (60%) will vest on March 2, 2018.
(4) On May 9, 2016, the reporting person was granted 6,298 SARs. Twenty percent (20%) of these SARs were vested as of May 9, 2017, twenty percent (20%) will vest on May 9, 2018, and the remaining sixty percent (60%) will vest on May 9, 2019.
(5) On February 27, 2017, the reporting person was granted 6,091 SARs. Twenty percent (20%) of these SARs will vest each on February 27, 2018 and February 27, 2019, and the remaining sixty percent (60%) will vest on February 27, 2020.

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