SEC Form 4 · accession 0000910406-18-000027
HAIN CELESTIAL GROUP INC · HAIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glenn W. Welling
Director · 10% Owner
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 7:59 pm EDT
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 StockF1 | Apr 2, 2018 | A | 7,357 | $30.99 | A | 7,357 | D | |
| Common StockF2 | holding | — | — | — | 1,407,543 | I | By: Engaged Capital Co-Invest VI-C, LP | |
| Common StockF3 | holding | — | — | — | 1,382,115 | I | By: Engaged Capital Flagship Master Fund, LP | |
| Common StockF4 | holding | — | — | — | 2,117,002 | I | By: Engaged Capital Co-Invest VI, LP | |
| Common StockF5 | holding | — | — | — | 4,412,690 | I | By: Engaged Capital Co-Invest VI-A, LP | |
| Common StockF6 | holding | — | — | — | 2,322,405 | I | By: Engaged Capital Co-Invest VI-B, LP | |
| Common StockF7 | holding | — | — | — | 119,487 | I | By: Managed Account of Engaged Capital, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a grant of restricted shares of the Issuer's common stock, which will vest in three (3) equal installments on April 2, 2019, 2020 and 2021.
- F2Securities held directly by Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"). Glenn W. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, LLC ("Engaged Capital"), the general partner and investment adviser of Engaged Capital Co-Invest VI-C, and as the sole member of Engaged Capital Holdings, LLC ("Engaged Holdings"), the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Securities held directly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Master"). Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, the general partner and investment adviser of Engaged Capital Master, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Master for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4Securities held directly by Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"). Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, the general partner and investment adviser of Engaged Capital Co-Invest VI, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F5Securities held directly by Engaged Capital Co-Invest VI-A, LP ("Engaged Capital Co-Invest VI-A"). Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, the general partner and investment adviser of Engaged Capital Co-Invest VI-A, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-A for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F6Securities held directly by Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"). Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, the general partner and investment adviser of Engaged Capital Co-Invest VI-B, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F7Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, the investment adviser of the Engaged Capital Account, and as the sole member of Engaged Holdings, the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.