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 *
  DeSimone John
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2024		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
800 WEST 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)
Chief Financial Officer
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 281,544 (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 Rights   (2) 05/09/2026 Common Stock 116,560 $ 31.255 D  
Stock Appreciation Rights   (3) 02/27/2027 Common Stock 122,528 $ 28.595 D  
Stock Appreciation Rights   (4) 02/16/2033 Common Stock 216,847 $ 20.17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DeSimone John
800 WEST OLYMPIC BLVD.
SUITE 406
LOS ANGELES, CA 90015		       Chief Financial Officer  

Signatures

Alaaeddine Sahibi, as Attorney-In-Fact for John DeSimone 03/27/2024
**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) Balance includes 75,154 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 9,214 will vest on February 25, 2025, 32,969 will vest on February 16, 2025, and 32,971 will vest on February 16, 2026. All RSU vestings are subject to continued service through each applicable date.
(2) These stock appreciation rights were fully vested as of May 9, 2019.
(3) These stock appreciation rights were fully vested as of February 27, 2020.
(4) On February 16, 2023, the reporting person was granted 216,847 stock appreciation rights of which 1/3 has vested, and 1/3 will vest on February 16, 2025, and February 16, 2026.

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