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HAIN CELESTIAL GROUP INC Director's Dealing 2012

Feb 23, 2012

33933_dirs_2012-02-23_2f983dd7-945a-4540-b3f7-247672563a81.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: 2012-02-21

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-21 Common Stock M 30000 $14.25 Acquired 535412 Direct
2012-02-21 Common Stock S 30000 $40.2619 Disposed 505412 Direct
2012-02-22 Common Stock M 30000 $14.25 Acquired 535412 Direct
2012-02-22 Common Stock S 30000 $40.1037 Disposed 505412 Direct
2012-02-23 Common Stock M 65000 $14.25 Acquired 570412 Direct
2012-02-23 Common Stock S 65000 $40.7080 Disposed 505412 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-21 Stock Option (Right to Buy) $14.25 M 30000 Disposed 2012-07-22 Common Stock (30000) Direct
2012-02-22 Stock Option (Right to Buy) $14.25 M 30000 Disposed 2012-07-22 Common Stock (30000) Direct
2012-02-23 Stock Option (Right to Buy) $14.25 M 65000 Disposed 2012-07-22 Common Stock (65000) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 02/21/2012. The range of stock prices was $40.01 to $40.36. 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 02/22/2012. The range of stock prices was $40 to $40.19. 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: Represents the weighted average sale price of the common stock sold by the Filer on 02/23/2012. The range of stock prices was $40.12 to $40.98. 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.