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HAIN CELESTIAL GROUP INC Director's Dealing 2013

May 28, 2013

33933_dirs_2013-05-28_b5011f8f-4245-41ef-b6e8-68b804bc15a1.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: 2013-05-23

Reporting Person: LAMEL IRA J (Executive Vice President & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-23 Common Stock M 30000 $11.76 Acquired 67587 Direct
2013-05-23 Common Stock S 30000 $68.8024 Disposed 37587 Direct
2013-05-24 Common Stock M 70000 $11.76 Acquired 107587 Direct
2013-05-24 Common Stock S 70000 $68.4064 Disposed 37587 Direct
2013-05-28 Common Stock M 102182 $11.76 Acquired 139769 Direct
2013-05-28 Common Stock S 102182 $69.5799 Disposed 37587 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-23 Stock Option (Right to Buy) $11.76 M 30000 Disposed 2016-03-11 Common Stock (30000) Direct
2013-05-24 Stock Option (Right to Buy) $11.76 M 70000 Disposed 2016-03-11 Common Stock (70000) Direct
2013-05-28 Stock Option (Right to Buy) $11.76 M 102182 Disposed 2016-03-11 Common Stock (107182) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 5/23/13. The range of stock prices was $68.58 to $69.10. 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 5/24/13. The range of stock prices was $68.01 to $68.91. 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 5/28/13. The range of stock prices was $69.20 to $70.19. 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.

F4: Mr. Lamel received a grant of 207,182 stock options on March 11, 2009, which vested in four equal installments on March 11, 2010, 2011, 2012 and 2013.