HAIN CELESTIAL GROUP INC — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2015-02-25

Reporting Person: Carroll John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	M	22882	$9.10	Acquired	146590	Direct
2015-02-25	Common Stock	M	77118	$5.88	Acquired	223708	Direct
2015-02-25	Common Stock	S	100000	$62.17440	Disposed	123708	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Stock Option (Right to Buy)	$9.10	M	22882	Disposed	2016-11-19	Common Stock (22882)	Direct
2015-02-25	Stock Option (Right to Buy)	$5.88	M	77118	Disposed	2016-03-11	Common Stock (77118)	Direct

Footnotes

F1: The option, representing a right to purchase a total of 45,764 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 November 19, 2010, which was the first anniversary of the date on which the option was granted.

F2: The option, representing a right to purchase a total of 552,486 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 March 11, 2010, which was the first anniversary of the date on which the option was granted.

F3: Represents the weighted average sale price of the common stock sold by the filer on 02/25/2015. The range of stock prices was $62.00 to $62.57. Upon request, the filer 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.