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HAIN CELESTIAL GROUP INC Director's Dealing 2015

May 4, 2015

33933_dirs_2015-05-04_81ec7fd3-094b-4e5a-b3ff-dda2c673d62c.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: 2015-04-30

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-04-30 Common Stock S 3150 $60.285 Disposed 1591976 Direct
2015-04-30 Common Stock S 3150 $60.285 Disposed 124782 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4140 Indirect

Footnotes

F1: The reporting person contributed HAIN common stock to an exchange fund in exchange for limited partnership units of the exchange fund pursuant to a letter agreement dated December 5, 2014. The HAIN common stock was valued at $60.285 per share for the purpose of determining the number of limited partnership units of the exchange fund issuable to the reporting person.

F2: The trust contributed HAIN common stock to an exchange fund in exchange for limited partnership units of the exchange fund pursuant to a letter agreement dated December 5, 2014. The HAIN common stock was valued at $60.285 per share for the purpose of determining the number of limited partnership units of the exchange fund issuable to the reporting person.

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