HAIN CELESTIAL GROUP INC — Director's Dealing 2018

Nov 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2018-11-05

Reporting Person: Schiller Mark L. (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-05	Common Stock	A	78555	—	Acquired	78555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-06	Performance Based Restricted Stock Units	$	A	1050000	Acquired		Common Stock (1050000.0)	Direct

Footnotes

F1: Represents a grant of restricted shares of the Issuer's common stock, which will vest in three (3) equal installments on November 5, 2019, 2020 and 2021.

F2: Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of The Hain Celestial Group, Inc. (the "Company").

F3: These PSUs are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number awarded on the grant date. The number of PSUs that vest, if any, may vary from 0% to 100% of the target number shown, and is based on criteria related to the Company's annual total shareholder return over the three-year period beginning on the date of grant. The time vesting requirement will be satisfied on November 6, 2021.