Sec Form 3 Filing - Kasenchak Priscilla @ HAIN CELESTIAL GROUP INC - 2019-10-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kasenchak Priscilla 2. Issuer Name and Ticker or Trading Symbol HAIN CELESTIAL GROUP INC [ HAIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Accounting Officer (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2019 (Street) LAKE SUCCESS, NY11042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,547 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 3 ) ( 2 ) ( 2 ) Common Stock 2,340 D Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 6,639 D Performance Based Restricted Stock Units ( 6 ) ( 5 ) ( 5 ) Common Stock 13,657 D Performance Based Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kasenchak Priscilla C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY11042 SVP & Chief Accounting Officer Signatures /s/ Kristy Meringolo, as Attorney-in-Fact for Priscilla Kasenchak 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,667 shares of restricted stock which will vest in two (2) equal installments on October 1, 2020 and 2021. ( 2 )These restricted stock units ("RSUs") will vest in three (3) equal installments on January 24, 2020, 2021 and 2022. ( 3 )Each RSU represents a contingent right to receive one share of common stock of the Company. ( 4 )These RSUs will vest on October 7, 2021. ( 5 )These performance-based restricted stock units ("PSUs") are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs under the award. 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 annual total shareholder return of the Company over the three-year period beginning on November 6, 2018. The time vesting requirement will be satisfied on November 6, 2021. ( 6 )Each PSU represents a contingent right to receive one share of common stock of the Company. ( 7 )These PSUs are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 150% of the target number shown, and is based on criteria related to the Company's total shareholder return relative to the companies comprising the S&P Food & Beverage Select Industry Index over the two-year period beginning on July 1, 2018. The time vesting requirement will be satisfied on June 30, 2020.

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