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Filing Details

Accession Number:: 0001140361-12-046306
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-08 17:22:16
Reporting Period:: 2012-11-06

Filing Date:: 2012-11-08
Accepted Time:: 2012-11-08 17:22:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
910406	Hain Celestial Group Inc	HAIN	Food And Kindred Products (2000)	223240619

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
921669	C Carl Icahn	C/O Icahn Associates Corp. 767 Fifth Ave., Suite 4700 New York NY 10153	No	No	Yes	No
1034563	L.p. Holdings Enterprises Icahn	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1080113	Beckton Corp	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1257324	Icahn Enterprises G.p. Inc.	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1412091	Iph Gp Llc	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No
1412093	Icahn Capital Lp	445 Hamilton Avenue Suite 1210 White Plains NY 10601	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share ("Common Shares")	Acquisiton	2012-11-06	22,600	$59.04	7,153,163	No	4	P	Indirect	please see all footnotes
Common Shares	Acquisiton	2012-11-07	11,800	$59.02	7,164,963	No	4	P	Indirect	please see all footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	please see all footnotes
No	4	P	Indirect	please see all footnotes

Footnotes

High River Limited Partnership ("High River") directly beneficially owns 1,432,992 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,188,578 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,404,713 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 775,414 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 363,266 Shares.
Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.