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HAIN CELESTIAL GROUP INC Director's Dealing 2011

Dec 6, 2011

33933_dirs_2011-12-06_dbdc361c-8477-42c5-9671-e1bb208cefed.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2011-12-02

Reporting Person: LAMEL IRA J (Executive Vice President & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-02 Common Stock M 6400 $14.80 Acquired 42466 Direct
2011-12-02 Common Stock S 6400 $36.8499 Disposed 36066 Direct
2011-12-05 Common Stock M 13600 $14.80 Acquired 49666 Direct
2011-12-05 Common Stock S 13600 $36.8612 Disposed 36066 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-12-02 Stock Option (Right to Buy) $14.80 M 6400 Disposed 2012-08-13 Common Stock (6400) Direct
2011-12-05 Stock Option (Right to Buy) $14.80 M 13600 Disposed 2012-08-13 Common Stock (13600) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 12/2/2011. The range of stock prices was $36.80 to 37.02. Upon request, the Filer will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

F2: Represents the weighted average sale price of the common stock sold by the Filer on 12/5/2011. The range of stock prices was $36.50 to 37.19. Upon request, the Filer will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.