Sec Form 4 Filing - Goldenitsch Wolfgang @ HAIN CELESTIAL GROUP INC - 2022-02-03

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 Goldenitsch Wolfgang 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) CEO, International (Last) (First) (Middle) C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2022 (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 02/03/2022 M( 1 ) 516 A 31,965 D Common Stock 02/03/2022 F( 3 ) 258 D $ 37.24 31,707 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 Share Units ( 2 ) 02/03/2022 M 516 ( 4 ) ( 4 ) Common Stock 516 $ 0 517 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goldenitsch Wolfgang C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY11042 CEO, International Signatures /s/ Andrew Burchill, as Attorney-in-Fact for Wolfgang Goldenitsch 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 3, 2022, the Reporting Person had 516 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 516 shares of common stock of the Issuer prior to withholding for taxes. ( 2 )The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting. ( 3 )The Issuer withheld 258 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 516 RSUs, pursuant to the terms of the applicable award agreement. ( 4 )Of the 1,033 RSUs under this award that were unvested prior to the reported transaction, 516 RSUs vested on February 3, 2022 and 517 RSUs vest on February 3, 2023.

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).

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