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HAIN CELESTIAL GROUP INC Director's Dealing 2014

May 16, 2014

33933_dirs_2014-05-16_2c256525-fe9a-4e95-88d6-d346c4ec3d29.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: 2014-05-14

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-14 Common Stock M 2500 $16.01 Acquired 2500 Indirect
2014-05-14 Common Stock S 430 $93.1942 Disposed 2070 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-14 Stock Option (Right to Buy) $16.01 M 2500 Disposed 2014-08-05 Common Stock (2500) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 100000 Indirect
Common Stock 778301 Direct

Footnotes

F1: Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.

F2: Represents the weighted average sale price of the common stock sold by the Filer's spouse on 5/14/14. The range of stock prices was $93.14 to $93.26. 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: The option, representing a right to purchase a total of 2,500 shares, became exercisable in two equal annual installments beginning on August 5, 2005, which was the first anniversary of the date on which the option was granted.