HAIN CELESTIAL GROUP INC — Director's Dealing 2017

Dec 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2017-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-13	Common Stock	F	22328	$40.68	Disposed	1635884	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	146782	Indirect
Common Stock	21812	Indirect

Footnotes

F1: On December 13, 2017, 40,000 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 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: Reflects shares of common stock held by a number of trusts, for the benefit of Mr. Simon's family, for which the Reporting Person or his spouse, Daryl Simon, is the trustee or custodian. Mr. Simon disclaims beneficial ownership of the common stock held by such trusts, except to the extent of his pecuniary interest therein.

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