SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SIMON IRWIN D (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE (Street) LAKE SUCCESS NY 11042 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HAIN CELESTIAL GROUP INC [ HAIN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Pres., CEO & Chairman of Bd
	3. Date of Earliest Transaction (Month/Day/Year) 11/18/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/18/2014		S		20,000	D	$107.8902(1)	69,816	I	By trust
Common Stock	11/18/2014		M		95,000	A	$30.35	824,661	D
Common Stock	11/18/2014		S		95,000	D	$107.8164(2)	729,661	D
Common Stock	11/19/2014		M		100,000	A	$30.35	829,661	D
Common Stock	11/19/2014		S		100,000	D	$107.2667(3)	729,661	D
Common Stock	11/20/2014		M		30,000	A	$30.35	759,661	D
Common Stock	11/20/2014		S		30,000	D	$106.7468(4)	729,661	D
Common Stock								2,070	I	By spouse(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$30.35	11/18/2014		M			95,000	(5)	04/01/2015	Common Stock	95,000	$0	377,671	D
Stock Option (Right to Buy)	$30.35	11/19/2014		M			100,000	(5)	04/01/2015	Common Stock	100,000	$0	277,671	D
Stock Option (Right to Buy)	$30.35	11/20/2014		M			30,000	(5)	04/01/2015	Common Stock	30,000	$0	247,671	D

Explanation of Responses:

1. Represents the weighted average sale price of the common stock sold by the trust on 11/18/2014. The range of stock prices was $107.40 to $108.49. Upon request, Mr. Simon will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

2. Represents the weighted average sale price of the common stock sold by Mr. Simon on 11/18/2014. The range of stock prices was $107.30 to $109.08. Upon request, Mr. Simon will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

3. Represents the weighted average sale price of the common stock sold by Mr. Simon on 11/19/2014. The range of stock prices was $106.63 to $108.36. Upon request, Mr. Simon will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

4. Represents the weighted average sale price of the common stock sold by Mr. Simon on 11/20/2014. The range of stock prices was $105.86 to $107.50. Upon request, Mr. Simon will provide the Commission staff, Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.

5. The option, representing a right to purchase a total of 472,671 shares, became exercisable in four equal annual installments beginning on April 1, 2009, which was the first anniversary of the date on which the option was granted. The option expires on April 1, 2015.

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

	Irwin D. Simon	11/20/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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