HAIN CELESTIAL GROUP INC — Director's Dealing 2011

Aug 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2011-08-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-29	Common Stock	M	5000	$18.06	Acquired	5000	Indirect
2011-08-29	Common Stock	S	5000	$31.71	Disposed	0	Indirect
2011-08-30	Common Stock	M	5000	$18.06	Acquired	5000	Indirect
2011-08-30	Common Stock	S	5000	$31.97	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-29	Stock Option (Right to Buy)	$18.06	M	5000	Disposed	2011-10-01	Common Stock (5000)	Indirect
2011-08-30	Stock Option (Right to Buy)	$18.06	M	5000	Disposed	2011-10-01	Common Stock (5000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	442893	Direct

Footnotes

F1: Mr. Simon disclaims beneficial ownership of the common stock held by Daryl Simon, his spouse.

F2: Represents the weighted average sale price of the common stock sold by the Filer's spouse on 8/29/11. The range of stock prices was $31.53 to $32.05. 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.

F3: Mr. Simon disclaims beneficial ownership of the common stock held by Daryl Simon, his spouse.

F4: Represents the weighted average sale price of the common stock sold by the Filer's spouse on 8/30/11. The range of stock prices was $31.90 to $32.05. 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.

F5: Mr. Simon disclaims beneficial ownership of the stock options held by Daryl Simon, his spouse.