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HAIN CELESTIAL GROUP INC Director's Dealing 2015

Oct 7, 2015

33933_dirs_2015-10-07_b214b624-17e0-4036-b9aa-f480b6a582d4.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: 2015-10-05

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-10-05 Common Stock A 43352 Acquired 1590672 Direct
2015-10-05 Common Stock F 24199 $53.34 Disposed 1566473 Direct
2015-10-05 Common Stock A 41738 Acquired 1608211 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4140 Indirect
Common Stock 124782 Indirect

Footnotes

F1: Represents a grant of fully vested shares of the Issuer's common stock granted in settlement of the Issuer's 2014-2015 Long Term Incentive Plan.

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

F3: Represents a grant of restricted shares of the Issuer's common stock granted in partial settlement of the Issuer's 2015 Annual Incentive Plan, half of which will vest on October 5, 2016, and half of which will vest on October 5, 2017.

F4: Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.