X0203 3 2010-05-11 0 0000910406 HAIN CELESTIAL GROUP INC HAIN 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0000860851 BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322824 Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001080113 BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001257324 ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001034563 ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001412093 ICAHN CAPITAL LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322825 ICAHN OFFSHORE LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322826 ICAHN ONSHORE LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Common Stock, par value $0.01 per share ("Common Shares") 3625591 I please see footnotes Call Option ("right to purchase") 11.7 2010-05-07 2012-05-07 Common Stock 1239624 I please see all footnotes Put Option ("obligation to purchase") 11.7 2010-05-07 2012-05-07 please see footnote 1239624 I please see all footnotes High River Limited Partnership ("High River") directly beneficially owns 973,043 Shares (including Call Options (as defined below), Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,417,006 Shares (including Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,669,985 Shares (including Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 584,615 Shares (including Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 220,566 Shares (including Call Options). 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 (including Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including Options) 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 (including Options) 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 (including Options) 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 (including Options) 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 (including Options)except to the extent of their pecuniary interest therein. High River directly beneficially owns 247,925 call options (the "Call Options"), Icahn Partners directly beneficially owns 361,043 Call Options, Icahn Master directly beneficially owns 425,500 Call Options, Icahn Master II directly beneficially owns 148,957 Call Options, and Icahn Master III directly beneficially owns 56,199 Call Options. High River directly wrote 247,925 European-style put options (the "Put Options," and together with the Call Options, the "Options"), Icahn Partners directly wrote 361,043 Put Options, Icahn Master directly wrote 425,500 Put Options, Icahn Master II directly wrote 148,957 Put Options, and Icahn Master III directly wrote 56,199 Put Options. The Call Options reference an aggregate of 1,239,624 shares of common stock of The Hain Celestial Group Inc. and have an exercise price of $11.70, and expire on May 7, 2012. The Put Options have an exercise price of $11.70, reference an aggregate of 1,239,624 underlying Shares and expire on May 7, 2012. The Put Options provide that they settle in cash. Please reference the Form 3 filing dated May 13, 2010, filed separately by certain other related Reporting Persons. CARL C. ICAHN 2010-05-13 HIGH RIVER LIMITED PARTNERSHIP 2010-05-13 BARBERRY CORP. 2010-05-13 HOPPER INVESTMENTS LLC 2010-05-13 BECKTON CORP. 2010-05-13 ICAHN ENTERPRISES G.P. INC. 2010-05-13 ICAHN ENTERPRISES HOLDINGS L.P. 2010-05-13 ICAHN CAPITAL LP 2010-05-13 ICAHN OFFSHORE LP 2010-05-13 ICAHN ONSHORE LP 2010-05-13