HAIN CELESTIAL GROUP INC — Director's Dealing 2014

Sep 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2014-09-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-23	Common Stock	A	27721	—	Acquired	794858	Direct
2014-09-23	Common Stock	F	15473	$100.41	Disposed	779385	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2070	Indirect
Common Stock	100000	Indirect

Footnotes

F1: Represents a grant of fully vested shares of the Issuer's common stock granted in settlement of the Issuer's 2013-2014 Long Term Incentive Plan.

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

F3: Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.