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HAIN CELESTIAL GROUP INC Director's Dealing 2011

May 23, 2011

33933_dirs_2011-05-23_cc2a827e-0899-4f02-8f84-ee60ef6747d2.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: 2011-05-18

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-18 Common Stock M 40000 $25.4 Acquired 482893 Direct
2011-05-18 Common Stock S 40000 $33.63 Disposed 442893 Direct
2011-05-19 Common Stock M 15000 $25.4 Acquired 457893 Direct
2011-05-19 Common Stock S 15000 $33.75 Disposed 442893 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-18 Stock Option (Right to Buy) $25.4 M 40000 Disposed 2011-07-11 Common Stock (40000) Direct
2011-05-19 Stock Option (Right to Buy) $25.4 M 15000 Disposed 2011-07-11 Common Stock (15000) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 5/18/11. The range of the stock prices was $33.51 to $33.91. 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 5/19/11. The range of the stock prices was $33.41 to $33.90. 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.