SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Golliher Steven R. (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC. 4600 SLEEPYTIME DRIVE (Street) BOULDER CO 80301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/15/2023	3. Issuer Name and Ticker or Trading Symbol HAIN CELESTIAL GROUP INC [ HAIN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Global Ch Supply Chain Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,726	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	(1)	Common Stock	2,942	(2)	D
Performance Share Units	(3)	(3)	Common Stock	971(3)	(4)	D
Restricted Share Units	(5)	(5)	Common Stock	6,131	(2)	D
Restricted Share Units	(6)	(6)	Common Stock	10,690	(2)	D
Performance Share Units	(7)	(7)	Common Stock	3,528(7)	(4)	D

Explanation of Responses:

1. The restricted share units ("RSUs"), awarded as part of the Issuer's 2022-2024 Long Term Incentive Program, vest in two (2) equal annual installments on November 18, 2023 and 2024.

2. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

3. The performance share units ("PSUs"), awarded as part of the Issuer's 2022-2024 Long Term Incentive Program, are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number reported, and is based on goals for the Issuer's compound annual total shareholder return over the three-year period from November 18, 2021 through November 17, 2024. The time vesting requirement will be satisfied on November 17, 2024.

4. Each PSU represents a contingent right to receive one share of the Issuer's common stock.

5. The RSUs, granted as a special recognition award, vest on December 31, 2023.

6. The RSUs, awarded as part of the Issuer's 2023-2025 Long Term Incentive Program, vest in three (3) equal annual installments on September 6, 2023, 2024 and 2025.

7. The PSUs, awarded as part of the Issuer's 2023-2025 Long Term Incentive Program, are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number reported, and is based on goals for the Issuer's compound annual total shareholder return over the three-year period from September 7, 2022 through September 6, 2025. The time vesting requirement will be satisfied on September 6, 2025.

Remarks:

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Steven R. Golliher	08/25/2023
	** 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 5 (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 Steven R. Golliher does hereby make, constitute and
appoint each of Kristy Meringolo and Andrew Burchill, 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 and Andrew Burchill are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



/s/ Steven R. Golliher
Steven R. Golliher


Date: August 18, 2023