HAIN CELESTIAL GROUP INC — Director's Dealing 2019

Jan 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2019-01-24

Reporting Person: FALTISCHEK DENISE M (EVP & Chief Strategy Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-24	Performance Based Restricted Stock Units	$	A	88767	Acquired		Common Stock (88767.0)	Direct

Footnotes

F1: 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").

F2: These PSUs, awarded as part of the Company's 2019-2021 long-term incentive plan ("LTIP"), are subject to both performance and time vesting requirements, and the terms of these PSUs are generally consistent with the award agreement filed as Exhibit A to Exhibit 10.1 to the Company's Form 8-K filed on October 29, 2018. It is not expected that the officer will receive additional PSU awards during the performance period in connection with the LTIP. The number of PSUs reported represents the target number of PSUs awarded on the grant date. The number of PSUs that vest, if any, may vary from 0% to 300% 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 November 6, 2018. The time vesting requirement will be satisfied on November 6, 2021.