SEC Form 4 · accession 0000910406-19-000031
HAIN CELESTIAL GROUP INC · HAIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael B McGuinness
Officer — SVP & Chief Accounting Officer
Period of report
Jan 24, 2019
Accepted (ET)
Jan 28, 2019 · 6:31 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 StockF1 | Jan 24, 2019 | A | 8,716 | $0.00 | A | 58,819 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Based Restricted Stock UnitsF2,F3 | — | Jan 24, 2019 | A | 78,441 | A | — | — | Common Stock | 78,441 | 78,441 | D |
Explanation of responses
- F1Represents a grant of restricted stock units which will vest in three (3) equal amounts on January 24, 2020, 2021 and 2022.
- F2Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of The Hain Celestial Group, Inc. (the "Company").
- F3These PSUs, awarded as part of the Company's 2019-2021 long-term incentive plan ("LTIP"), are subject to both performance and time vesting requirements, and the terms of these PSUs are generally consistent with the award agreement filed as Exhibit A to Exhibit 10.1 to the Company's Form 8-K filed on October 29, 2018. It is not expected that the officer will receive additional PSU awards during the performance period in connection with the LTIP. The number of PSUs reported represents the target number of PSUs awarded on the grant date. The number of PSUs that vest, if any, may vary from 0% to 300% of the target number shown, and is based on criteria related to the Company's annual total shareholder return over the three-year period beginning on November 6, 2018. The time vesting requirement will be satisfied on November 6, 2021.