HAIN CELESTIAL GROUP INC — Director's Dealing 2016

Nov 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2016-11-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-18	Common Stock	M	219666	$9.10	Acquired	1896455	Direct
2016-11-18	Common Stock	F	145426	$38.72	Disposed	1751029	Direct
2016-11-20	Common Stock	F	11350	$39.45	Disposed	1739679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-18	Stock Option (Right to Buy)	$9.1	M	219666	Disposed	2016-11-19	Common Stock (219666.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	124782	Indirect
Common Stock	4140	Indirect

Footnotes

F1: In connection with Mr. Simon's stock option exercise of 219,666 shares, the Company retained 145,426 shares to satisfy the exercise price and tax withholding obligations of Mr. Simon.

F2: On November 20, 2016, 20,334 shares of The Hain Celestial Group, Inc. (the "Company") restricted stock vested pursuant to the Restricted Stock Agreement between the Company and Mr. Simon (the "Agreement"). The Company retained 11,350 shares to satisfy the tax withholding obligations of Mr. Simon in connection with the vesting as required by the terms of the Agreement and consistent with the Company's practice for satisfying such U.S. tax withholding obligation.

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

F4: The option, representing a right to purchase a total of 219,666 shares 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. The option expired on November 19, 2016.