HAIN CELESTIAL GROUP INC — Director's Dealing 2013

Nov 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2013-11-18

Reporting Person: FALTISCHEK DENISE M (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-18	Common Stock	F	1954	$83.40	Disposed	19709	Direct
2013-11-19	Common Stock	A	3372	—	Acquired	23081	Direct

Footnotes

F1: Represents the number of shares withheld to pay taxes incident to the vesting of restricted stock pursuant to the Restricted Stock Agreement between the Issuer and the reporting person.

F2: Represents a grant of restricted shares of the Issuer's common stock, half of which will vest on November 19, 2015, and half of which will vest on November 19, 2015, provided the Issuer achieves certain performance measures.