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HAIN CELESTIAL GROUP INC Director's Dealing 2011

Dec 5, 2011

33933_dirs_2011-12-05_f77eac4e-2d30-4fed-b3b1-24b0330e8bc2.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: 2011-12-01

Reporting Person: SIMON IRWIN D (Director, Pres., CEO & Chairman of Bd)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-12-01 Common Stock M 60000 $14.25 Acquired 567157 Direct
2011-12-01 Common Stock S 60000 $36.8347 Disposed 507157 Direct
2011-12-02 Common Stock M 40000 $14.25 Acquired 547157 Direct
2011-12-02 Common Stock S 40000 $36.773 Disposed 507157 Direct
2011-12-05 Common Stock G 1745 Disposed 505412 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-12-01 Stock Option (Right to Buy) $14.25 M 60000 Disposed 2012-07-22 Common Stock (60000) Direct
2011-12-02 Stock Option (Right to Buy) $14.25 M 40000 Disposed 2012-07-22 Common Stock (40000) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 12/1/2011. The range of stock prices was $36.70 to $37.27. 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 12/2/2011. The range of stock prices was $36.63 to $36.97. 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.