SEC Form 4 · accession 0000921895-18-000820

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

Feb 28, 2018

Accepted (ET)

Mar 2, 2018 · 6:02 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^F6	Feb 28, 2018	P	1,407,543	$34.8291	A	1,407,543	I	By: Engaged Capital Co-Invest VI-C, LP
Common Stock^F1	holding	—	—		—	1,382,115	I	By: Engaged Capital Flagship Master Fund, LP
Common Stock^F2	holding	—	—		—	2,117,002	I	By: Engaged Capital Co-Invest VI, LP
Common Stock^F3	holding	—	—		—	4,412,690	I	By: Engaged Capital Co-Invest VI-A, LP
Common Stock^F4	holding	—	—		—	2,322,405	I	By: Engaged Capital Co-Invest VI-B, LP
Common Stock^F5	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

F1Securities held directly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Master"). 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 Master, 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 Master for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F2Securities 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.
F3Securities 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.
F4Securities 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.
F5Securities 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.
F6Securities held directly by Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"). 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-C, 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-C for purposes of Section 16. Mr. Welling expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.