SEC Form 4 · accession 0000910406-16-000149
HAIN CELESTIAL GROUP INC · HAIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Irwin D Simon
Officer — Pres., CEO & Chairman of Bd · Director
Period of report
Nov 18, 2016
Accepted (ET)
Nov 22, 2016 · 7:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000910406
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 18, 2016 | M | 219,666 | $9.10 | A | 1,896,455 | D | |
| Common StockF1 | Nov 18, 2016 | F | 145,426 | $38.72 | D | 1,751,029 | D | |
| Common StockF2 | Nov 20, 2016 | F | 11,350 | $39.45 | D | 1,739,679 | D | |
| Common Stock | holding | — | — | — | 124,782 | I | By trust | |
| Common StockF3 | holding | — | — | — | 4,140 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $9.10 | Nov 18, 2016 | M | 219,666 | D | — | Nov 19, 2016 | Common Stock | 219,666 | 0 | D |
Explanation of responses
- F1In connection with Mr. Simon's stock option exercise of 219,666 shares, the Company retained 145,426 shares to satisfy the exercise price and tax withholding obligations of Mr. Simon.
- F2On November 20, 2016, 20,334 shares of The Hain Celestial Group, Inc. (the "Company") restricted stock vested pursuant to the Restricted Stock Agreement between the Company and Mr. Simon (the "Agreement"). The Company retained 11,350 shares to satisfy the tax withholding obligations of Mr. Simon in connection with the vesting as required by the terms of the Agreement and consistent with the Company's practice for satisfying such U.S. tax withholding obligation.
- F3Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.
- F4The option, representing a right to purchase a total of 219,666 shares became exercisable in four equal annual installments beginning on November 19, 2010, which was the first anniversary of the date on which the option was granted. The option expired on November 19, 2016.