UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

The Hain Celestial Group Inc

---

(Name of Issuer)

Common Stock

---

(Title of Class of Securities)

 

 

405217100                                 (CUSIP Number)

October 19, 2007

---

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (3-06)

 

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CUSIP No. 405217100

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Dimorphandra S.L.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  ¨
		(b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization
		Kingdom of Spain

Number of Shares Beneficially Owned by Each Reporting Person With:		5.    Sole Voting Power
		2,195,440
		6.    Shared Voting Power
		Not applicable
		7.    Sole Dispositive Power
		2,195,440
		8.    Shared Dispositive Power
		Not applicable

9.		Aggregate Amount Beneficially Owned by Each Reporting Person
		2,195,440
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)		¨
11.		Percent of Class Represented by Amount in Row (9)
		5.5 %
12.		Type of Reporting Person (See Instructions)
		CO

SEC 1745 (3-06)

 

Page 2 of 4

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Item 1.

(a)

Name of Issuer

The Hain Celestial Group Inc

(b)

Address of Issuer’s Principal Executive Offices

58 South Service Road Melville, NY 11747

Item 2.

(a)

Name of Person Filing

Dimorphandra S.L.

(b)

Address of Principal Business Office or, if none, Residence

Ingeniero Lafarga 2 03002 Alicante, Spain

(c)

Citizenship

Kingdom of Spain

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

405217100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

¨

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)

¨

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)

¨

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

¨

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (I5 U.S.C. 80a-3)

(j)

¨

Group, in accordance with §240- 13d-1(b)(1)(ii)(J)

Item 4.		Ownership
		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
		(a)		Amount beneficially owned: 2,195,440
		(b)		Percent of class: 5.5%
		(c)		Number of shares as to which the person has:
				(i)		Sole power to vote or to direct the vote 2,195,440
				(ii)		Shared power to vote or to direct the vote Not applicable
				(iii)		Sole power to dispose or to direct the disposition of 2,195,440
				(iv)		Shared power to dispose or to direct the disposition of Not applicable

SEC 1745 (3-06)

 

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Item 5.		Ownership of Five Percent or Less of a Class
		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨
Item 6.		Ownership of More than Five Percent on Behalf of Another Person
		Not applicable.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
		Not applicable
Item 8.		Identification and Classification of Members of the Group
		Not applicable.
Item 9.		Notice of Dissolution of Group
		Not applicable.
Item 10.		Certification
		By signing below I certify that, to the best of my knowledge and belief the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

SEC 1745 (3-06)

 

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