HAIN CELESTIAL GROUP INC — Director's Dealing 2013

Nov 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2013-11-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-08	Common Stock	M	117516	$16.53	Acquired	899916	Direct
2013-11-08	Common Stock	S	117516	$84.0159	Disposed	782400	Direct
2013-11-08	Common Stock	M	7484	$16.53	Acquired	789884	Direct
2013-11-08	Common Stock	S	7484	$84.7185	Disposed	782400	Direct
2013-11-11	Common Stock	M	45000	$16.53	Acquired	827400	Direct
2013-11-11	Common Stock	S	45000	$84.0736	Disposed	782400	Direct
2013-11-12	Common Stock	M	50000	$16.53	Acquired	832400	Direct
2013-11-12	Common Stock	S	50000	$83.2115	Disposed	782400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-08	Stock Option (Right to Buy)	$16.53	M	125000	Disposed	2014-07-30	Common Stock (125000)	Direct
2013-11-11	Stock Option (Right to Buy)	$16.53	M	45000	Disposed	2014-07-30	Common Stock (45000)	Direct
2013-11-12	Stock Option (Right to Buy)	$16.53	M	50000	Disposed	2014-07-30	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150000	Indirect

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer. The range of stock prices was $83.65 to $84.645. 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. The range of stock prices was $84.65 to $84.89. 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. The range of stock prices was $83.80 to $84.46. 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.

F4: Represents the weighted average sale price of the common stock sold by the Filer. The range of stock prices was $82.93 to $83.64. 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.