HAIN CELESTIAL GROUP INC — Director's Dealing 2013

Dec 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2013-12-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-02	Common Stock	M	3488	$18.20	Acquired	21750	Direct
2013-12-02	Common Stock	S	3488	$82.5884	Disposed	18262	Direct
2013-12-04	Common Stock	M	1742	$18.20	Acquired	20004	Direct
2013-12-04	Common Stock	S	1742	$82.5	Disposed	18262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-02	Stock Option (Right to Buy)	$18.20	M	3488	Disposed	2016-11-18	Common Stock (3488)	Direct
2013-12-04	Stock Option (Right to Buy)	$18.20	M	1742	Disposed	2016-11-18	Common Stock (1742)	Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 12/2/13. The range of stock prices was $82.50 to $82.76. 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: The option, representing a right to purchase a total of 5,230 shares, became exercisable in four equal annual installments beginning on November 18, 2010, which was the first anniversary of the date on which the option was granted.