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HAIN CELESTIAL GROUP INC Director's Dealing 2016

Aug 30, 2016

33933_dirs_2016-08-30_88ff0cf0-52ae-4e7e-a513-f07a6ef03f3d.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: 2016-08-27

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-08-27 Common Stock F 22328 $37.20 Disposed 1721445 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 124782 Indirect
Common Stock 4140 Indirect

Footnotes

F1: On August 27, 2016, 40,000 shares of The Hain Celestial Group, Inc. (the "Company") restricted stock vested pursuant to the Restricted Stock Agreement dated July 3, 2012 between the Company and Mr. Simon (the "Agreement"). The Company retained 22,328 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 obligations.

F2: Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.