Sec Form 4 Filing - Schiller Mark L. @ HAIN CELESTIAL GROUP INC - 2021-11-05

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 Schiller Mark L. 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 (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2021 (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 11/05/2021 F( 1 ) 12,823 D $ 45.86 85,886 D Common Stock 11/06/2021 M( 2 ) 350,000 A 435,886 D Common Stock 11/06/2021 F( 4 ) 171,395 D $ 45.86 264,491 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 Performance Based Restricted Stock Units ( 3 ) 11/06/2021 M 350,000 ( 3 ) ( 3 ) Common Stock 350,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schiller Mark L. C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY11042 X President and CEO Signatures /s/ Andrew Burchill, as Attorney-in-Fact for Mark L. Schiller 11/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer withheld 12,823 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 26,185 shares of restricted stock, pursuant to the terms of the applicable award agreement. ( 2 )On November 6, 2021, the Reporting Person's performance-based restricted stock units ("PSUs") vested at target, resulting in the Reporting Person receiving 350,000 shares of common stock of the Issuer prior to withholding for taxes. ( 3 )These PSUs, awarded as part of the Issuer's 2019-2021 Long-Term Incentive Plan, represented a contingent right to receive shares of the Issuer's common stock upon the Issuer's attainment of goals for compound annual total shareholder return over the three-year period ended November 6, 2021. The PSUs represented a contingent right to receive from 0 to 1,050,000 shares of the Issuer's common stock, with 350,000 shares representing the target number awarded on the grant date. The PSUs vested at 100% of target based on the Issuer's compound annual total shareholder return exceeding 15% over the performance period. The PSUs were also subject to a time vesting requirement which was satisfied on November 6, 2021. ( 4 )The Issuer withheld 171,395 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 350,000 PSUs, pursuant to the terms of the applicable award agreement.

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