HAIN CELESTIAL GROUP INC — Director's Dealing 2015

Feb 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2015-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-12	Common Stock	M	150000	$15.18	Acquired	1697302	Direct
2015-02-12	Common Stock	D	150000	$58.7362	Disposed	1547302	Direct
2015-02-13	Common Stock	M	100000	$15.18	Acquired	1647302	Direct
2015-02-13	Common Stock	D	100000	$59.2386	Disposed	1547302	Direct
2015-02-13	Common Stock	M	145342	$15.18	Acquired	1692644	Direct
2015-02-13	Common Stock	F	97518	$59.48	Disposed	1595126	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-12	Stock Option (Right to Buy)	$15.18	M	150000	Disposed	2015-04-01	Common Stock (150000)	Direct
2015-02-13	Stock Option (Right to Buy)	$15.18	M	100000	Disposed	2015-04-01	Common Stock (100000)	Direct
2015-02-13	Stock Option (Right to Buy)	$15.18	M	145342	Disposed	2015-04-01	Common Stock (145342)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4140	Indirect
Common Stock	127932	Indirect

Footnotes

F1: The option, representing a right to purchase a total of 945,342 shares (adjusted to reflect the Issuer's two-for-one stock split of common stock on December 29, 2014), became exercisable in four equal annual installments beginning on April 1, 2009, which was the first anniversary of the date on which the option was granted. The option expires on April 1, 2015.

F2: Represents the weighted average sale price of the common stock sold by Mr. Simon on 02/12/2015. The range of stock prices was $58.00 to $59.06. Upon request, Mr. Simon will provide the Commission staff, the Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

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

F4: Represents the weighted average sale price of the common stock sold by Mr. Simon on 02/13/2015. The range of stock prices was $58.995 to $59.55. Upon request, Mr. Simon will provide the Commission staff, the Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

F5: Represents the payment of exercise price and tax liability by the withholding of securities.