HAIN CELESTIAL GROUP INC — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2016-03-07

Reporting Person: Carroll John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	298586	$5.88	Acquired	420805	Direct
2016-03-07	Common Stock	F	175616	$39.30	Disposed	245189	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Stock Option (Right to Buy)	$5.88	M	298586	Disposed	2016-03-11	Common Stock (298586.0)	Direct

Footnotes

F1: Represents the payment of exercise price and tax liability by the withholding of securities.

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. The option expires on March 11, 2016.