<SEC-DOCUMENT>0001209191-23-041964.txt : 20230710
<SEC-HEADER>0001209191-23-041964.hdr.sgml : 20230710
<ACCEPTANCE-DATETIME>20230710185200
ACCESSION NUMBER:		0001209191-23-041964
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230701
FILED AS OF DATE:		20230710
DATE AS OF CHANGE:		20230710

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			LEVY ROBERT
		CENTRAL INDEX KEY:			0001311283

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32381
		FILM NUMBER:		231080856

	MAIL ADDRESS:	
		STREET 1:		C/O HERBALIFE INTERNATIONAL, INC.
		STREET 2:		1800 CENTURY PARK EAST
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HERBALIFE LTD.
		CENTRAL INDEX KEY:			0001180262
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		P.O. BOX 309GT
		STREET 2:		UGLAND HOUSE, SOUTH CHURCH STREET
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			00000
		BUSINESS PHONE:		310 410 9600

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 309GT
		STREET 2:		UGLAND HOUSE, SOUTH CHURCH STREET
		CITY:			GEORGE TOWN
		STATE:			E9
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HERBALIFE NUTRITION LTD.
		DATE OF NAME CHANGE:	20180424

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HERBALIFE LTD.
		DATE OF NAME CHANGE:	20041214

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WH HOLDINGS CAYMAN ISLANDS LTD
		DATE OF NAME CHANGE:	20020814
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-07-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001180262</issuerCik>
        <issuerName>HERBALIFE LTD.</issuerName>
        <issuerTradingSymbol>HLF</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001311283</rptOwnerCik>
            <rptOwnerName>LEVY ROBERT</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>800 W. OLYMPIC BLVD., SUITE 406</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>LOS ANGELES</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90015</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Regional President - Americas</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>635320</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>39.79</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2023-12-19</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>39346</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>29.99</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2024-04-30</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>40030</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>15.22</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2025-03-02</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>84828</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>31.255</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F5"/>
            </exerciseDate>
            <expirationDate>
                <value>2026-05-09</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>43668</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>28.595</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F6"/>
            </exerciseDate>
            <expirationDate>
                <value>2027-02-27</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>45902</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Appreciation Rights</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>13.60</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F7"/>
            </exerciseDate>
            <expirationDate>
                <value>2033-05-04</value>
                <footnoteId id="F7"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>80049</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Balance includes 112,152 unvested restricted stock units (&quot;RSUs&quot;) previously granted to the Reporting Person, of which: 3,362 were granted on February 19, 2021, of which 20% vested on February 19, 2022, 20% vested on February 19, 2023, and 60% will vest on February 19, 2024; 4,436 were granted on February 25, 2022, of which 20% vested on February 25, 2023, 20% will vest on February 25, 2024, and 60% will vest on February 25, 2025; 94,637 were granted on December 9, 2022 and will vest 100% on December 9, 2024; 11,948 were granted on May 4, 2023, that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 2026.

All RSU vestings are subject to continued service through each applicable date.

Balance also includes 142,740 vested RSUs previously granted to the Reporting Person, which he has elected to defer.</footnote>
        <footnote id="F2">These stock appreciation rights were fully vested as of June 21, 2016.</footnote>
        <footnote id="F3">These stock appreciation rights were fully vested as of April 30, 2017.</footnote>
        <footnote id="F4">These stock appreciation rights were fully vested as of March 2, 2018.</footnote>
        <footnote id="F5">These stock appreciation rights were fully vested as of May 9, 2019.</footnote>
        <footnote id="F6">These stock appreciation rights were fully vested as of February 27, 2020.</footnote>
        <footnote id="F7">On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights that will vest in 1/3 increments on May 4, 2024, May 4, 2025, and May 4, 2026.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>Alaaeddine Sahibi, as Attorney-In-Fact for Robert Levy</signatureName>
        <signatureDate>2023-07-10</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
ROBERT LEVY
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

The undersigned, ROBERT LEVY,  hereby makes, constitutes and appoints each of
Henry C. Wang and Alaaeddine Sahibi, or either of them acting singly, as the
undersigned's
true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

       (1) prepare, execute, acknowledge, deliver and file the Form ID to be
filed with the United States Securities and Exchange Commission (the"SEC"),
including amendments thereto, and any other documents necessary or appropriate
to obtain a (i) Central Index Key Code, (ii) CIK Confirmation Code, (iii)
Password, (iv) Password Modification Code or (v) any other codes, passwords and
passphrases as are required or appropriate to permit the undersigned to make
electronic filings with the SEC;

      (2)  prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto), including by electronic signature, with
respect
to the securities of Herbalife Ltd., a Cayman Islands exempted company with
limited
liability (the "Company"), required to be filed with or submitted to the SEC,
any national
securities exchange or similar authority and the Company pursuant to Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act"), and
any other forms or reports the undersigned may be required to file in connection
with the undersigned's ownership, acquisition, or disposition of securities of
the Company;

      (3)  seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers and employee benefit plan administrators
and trustees, and the undersigned hereby authorizes and approves any such
release of information; and

      (4)  perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on
behalf of the undersigned in connection with the foregoing.

      The undersigned acknowledges that:

      (1)  this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;

      (2)  any documents prepared and/or executed by either such attorney-in-
fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will contain such information
and disclosure as such attorney-in-fact, in his or her discretion, deems
necessary or desirable;

      (3)  neither the Company nor either such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to
comply with the requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and

      (4)  this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the
undersigned's obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.

      The undersigned hereby gives and grants each of the foregoing attorneys-
in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.

      This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 5th day of July, 2023.

                           /s/ Robert Levy
                           --------------------
                            ROBERT LEVY
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
