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HAIN CELESTIAL GROUP INC Director's Dealing 2016

Feb 10, 2016

33933_dirs_2016-02-10_74a2c69f-4672-43d5-a915-30f7e94c8159.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: 2016-02-08

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-08 Common Stock M 600000 $5.88 Acquired 2124362 Direct
2016-02-08 Common Stock F 380589 $34.13 Disposed 1743773 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-08 Stock Option (Right to Buy) $5.88 M 600000 Disposed 2016-03-11 Common Stock (600000.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 124782 Indirect
Common Stock 4140 Indirect

Footnotes

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

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

F3: The option, representing a right to purchase a total of 600,000 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.