SEC Form 4 · accession 0000921895-19-000635
HAIN CELESTIAL GROUP INC · HAIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Engaged Capital LLC
10% Owner
Engaged Capital Holdings, LLC
10% Owner
Glenn W. Welling
Director · 10% Owner
Period of report
Feb 28, 2019
Accepted (ET)
Mar 1, 2019 · 7:52 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,F2,F3 | Feb 28, 2019 | P | 4,800 | $19.3394 | A | 1,386,915 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F2,F3 | Feb 28, 2019 | P | 17,300 | $19.42 | A | 1,404,215 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F2,F3 | Feb 28, 2019 | P | 536,700 | $19.2392 | A | 1,940,915 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F2,F3 | Feb 28, 2019 | P | 10,100 | $19.1775 | A | 1,951,015 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F2,F3 | Mar 1, 2019 | P | 358,850 | $19.3985 | A | 2,309,865 | I | By: Engaged Capital Flagship Master Fund, LP |
| Common StockF1,F2,F8 | Feb 28, 2019 | P | 45,728 | $19.2392 | A | 165,215 | I | By: Managed Account of Engaged Capital, LLC |
| Common StockF1,F2,F8 | Mar 1, 2019 | P | 30,440 | $19.3985 | A | 195,655 | I | By: Managed Account of Engaged Capital, LLC |
| Common StockF1,F2 | holding | — | — | — | 21,577 | D | ||
| Common StockF1,F2,F4 | holding | — | — | — | 2,117,002 | I | By: Engaged Capital Co-Invest VI, LP | |
| Common StockF1,F2,F5 | holding | — | — | — | 4,412,690 | I | By: Engaged Capital Co-Invest VI-A, LP | |
| Common StockF1,F2,F6 | holding | — | — | — | 2,322,405 | I | By: Engaged Capital Co-Invest VI-B, LP | |
| Common StockF1,F2,F7 | holding | — | — | — | 1,407,543 | I | By: Engaged Capital Co-Invest VI-C, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Glenn W. Welling, Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest VI, LP ("Engaged Capital Co-Invest VI"), Engaged Capital Co-Invest VI-A, LP ("Engaged Capital Co-Invest VI-A"), Engaged Capital Co-Invest VI-B, LP ("Engaged Capital Co-Invest VI-B"), Engaged Capital Co-Invest VI-C, LP ("Engaged Capital Co-Invest VI-C"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2)
- F2(continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F3Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
- F4Securities owned directly by Engaged Capital Co-Invest VI. As the general partner and investment adviser of Engaged Capital Co-Invest VI, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI.
- F5Securities owned directly by Engaged Capital Co-Invest VI-A. As the general partner and investment adviser of Engaged Capital Co-Invest VI-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-A. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-A.
- F6Securities owned directly by Engaged Capital Co-Invest VI-B. As the general partner and investment adviser of Engaged Capital Co-Invest VI-B, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-B.
- F7Securities owned directly by Engaged Capital Co-Invest VI-C. As the general partner and investment adviser of Engaged Capital Co-Invest VI-C, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-C.
- F8Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, by virtue of his position as the founder and Chief Investment Officer of Engaged Capital, and as the sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.