HAIN CELESTIAL GROUP INC — Director's Dealing 2015

Oct 7, 2015

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: Carroll John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-05	Common Stock	A	4756	—	Acquired	128464	Direct
2015-10-05	Common Stock	F	2452	$53.34	Disposed	126012	Direct
2015-10-05	Common Stock	A	5337	—	Acquired	131349	Direct

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.