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* Schiller Mark L. (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) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/05/2019
	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	11/05/2019		F(1)		12,823	D	$24.23	111,532	D

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

Explanation of Responses:

1. On November 5, 2019, 26,185 shares of The Hain Celestial Group, Inc. (the "Company") restricted stock vested pursuant to the Restricted Stock Agreement between the Company and Mr. Schiller (the "Agreement"). The Company retained 12,823 shares to satisfy the tax withholding obligations 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.

Remarks:

	/s/ Kristy Meringolo, as Attorney-in-Fact for Mark L. Schiller	11/07/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

      Know all by these presents that Mark L. Schiller, does hereby make, constitute and
appoint each of Kristy Meringolo, Andrew Burchill and Cindy Sidor, or any one of them, as a
true and lawful attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (in the undersigned's
individual capacity), to execute and deliver such forms that the undersigned may be required to
file with the U.S. Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of The Hain Celestial Group, Inc. (i) pursuant to
Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation,
statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in
connection with any applications or forms relating to obtaining, updating or accessing EDGAR
access codes, including without limitation the Form ID.  The Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with
regard to his ownership of or transactions in securities of The Hain Celestial Group, Inc., unless
earlier revoked in writing. The undersigned acknowledges that Kristy Meringolo, Andrew
Burchill and Cindy Sidor are not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.


By: /s/ Mark L. Schiller
Mark L. Schiller

Date: October 31, 2019