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HAIN CELESTIAL GROUP INC Director's Dealing 2013

Feb 20, 2013

33933_dirs_2013-02-20_790d8f50-9c63-4318-ba10-5359ce925760.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: 2013-02-15

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-02-15 Common Stock M 60000 $16.24 Acquired 987846 Direct
2013-02-15 Common Stock S 60000 $59.8972 Disposed 927846 Direct
2013-02-19 Common Stock M 10000 $16.24 Acquired 937846 Direct
2013-02-19 Common Stock S 10000 $59.477 Disposed 927846 Direct
2013-02-20 Common Stock M 30000 $16.24 Acquired 957846 Direct
2013-02-20 Common Stock S 30000 $58.4312 Disposed 927846 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-02-15 Stock Option (Right to Buy) $16.24 M 60000 Disposed 2013-05-13 Common Stock (60000) Direct
2013-02-19 Stock Option (Right to Buy) $16.24 M 10000 Disposed 2013-05-13 Common Stock (10000) Direct
2013-02-20 Stock Option (Right to Buy) $16.24 M 30000 Disposed 2013-05-13 Common Stock (30000) Direct

Footnotes

F1: Represents the weighted average sale price of the common stock sold by the Filer on 2/15/2013. The range of stock prices was $59.62 to $60.68. 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 price.

F2: Represents the weighted average sale price of the common stock sold by the Filer on 2/19/2013. The range of stock prices was $59.41 to $59.51. 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 price.

F3: Represents the weighted average sale price of the common stock sold by the Filer on 2/20/2013. The range of stock prices was $58.00 to $59.60. 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 price.