HAIN CELESTIAL GROUP INC — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2012-09-07

Reporting Person: SPEILLER MICHAEL J (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Stock	M	10593	$11.76	Acquired	22535	Direct
2012-09-07	Common Stock	S	10593	$71.6538	Disposed	11942	Direct
2012-09-10	Common Stock	M	4407	$11.76	Acquired	15349	Direct
2012-09-10	Common Stock	S	4407	$70.6508	Disposed	11942	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Stock Option (Right to Buy)	$11.76	M	10593	Disposed	2016-03-11	Common Stock (10593)	Direct
2012-09-10	Stock Option (Right to Buy)	$11.76	M	4407	Disposed	2016-03-11	Common Stock (4407)	Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 9/7/12. The range of stock prices was $71.50 to $72.12. 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 9/10/12. The range of stock prices was $70.50 to $70.94. 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.