HAIN CELESTIAL GROUP INC — Director's Dealing 2011

Nov 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2011-11-18

Reporting Person: FALTISCHEK DENISE M (SVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-18	Common Stock	A	5288	—	Acquired	20194	Direct
2011-11-19	Common Stock	F	165	$35.38	Disposed	20029	Direct

Footnotes

F1: Represents a grant of restricted shares of the Issuer's common stock, half of which will vest on November 18, 2013, and half of which will vest on November 18, 2013, provided the Issuer achieves certain performance measures.

F2: Represents the number of shares withheld to pay taxes incident to the vesting of restricted stock pursuant to the Restricted Stock Agreement between the Issuer and the reporting person.