Sec Form 4 Filing - Idrovo Javier H @ HAIN CELESTIAL GROUP INC - 2019-12-02

FORM 4 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 Idrovo Javier H 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) EVP & Chief Financial Officer (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2019 (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

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 Performance Based Restricted Stock Units ( 1 ) 12/02/2019 A 100,000 ( 2 ) ( 3 ) ( 3 ) Common Stock 100,000 $ 0 100,000 D Performance Based Restricted Stock Units ( 1 ) 12/02/2019 A 40,017 ( 4 ) ( 3 ) ( 3 ) Common Stock 40,017 $ 0 140,017 D Restricted Stock Units ( 5 ) 12/02/2019 A 52,021 ( 6 ) ( 7 ) ( 7 ) Common Stock 52,021 $ 0 52,021 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Idrovo Javier H C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY11042 EVP & Chief Financial Officer Signatures /s/ Kristy Meringolo, as Attorney-in-Fact for Javier H. Idrovo 12/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )This PSU award represents the Reporting Person's long-term incentive opportunity for fiscal years 2020 and 2021. ( 3 )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 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. ( 4 )This PSU award represents one-time compensation intended to recognize the compensation the Reporting Person forfeited from the Reporting Person's former employer to join the Company. ( 5 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company. ( 6 )This RSU award represents one-time compensation intended to recognize the compensation the Reporting Person forfeited from the Reporting Person's former employer to join the Company. ( 7 )These RSUs will vest in two (2) equal installments on December 2, 2020 and 2021.

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).

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