HAIN CELESTIAL GROUP INC — Director's Dealing 2013

Sep 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2013-09-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Common Stock	A	35577	—	Acquired	813423	Direct
2013-09-26	Common Stock	F	19859	$77.04	Disposed	793564	Direct
2013-09-28	Common Stock	F	11164	$77.12	Disposed	782400	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150000	Indirect

Footnotes

F1: Represents a grant of fully vested shares of the Issuer's common stock granted in settlement of the Issuer's 2012-2013 Long Term Incentive Plan.

F2: Represents shares withheld to pay taxes incident to the grant of fully vested shares of common stock.

F3: Represents shares withheld to pay taxes incident to the vesting of shares of restricted stock.