SEC Form 4 · accession 0001181431-15-002551
HAIN CELESTIAL GROUP INC · HAIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Irwin D Simon
Officer — Pres., CEO & Chairman of Bd · Director
Period of report
Feb 12, 2015
Accepted (ET)
Feb 13, 2015 · 7:25 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 | Feb 12, 2015 | M | 150,000 | $15.18 | A | 1,697,302 | D | |
| Common StockF2 | Feb 12, 2015 | D | 150,000 | $58.7362 | D | 1,547,302 | D | |
| Common Stock | Feb 13, 2015 | M | 100,000 | $15.18 | A | 1,647,302 | D | |
| Common StockF4 | Feb 13, 2015 | D | 100,000 | $59.2386 | D | 1,547,302 | D | |
| Common Stock | Feb 13, 2015 | M | 145,342 | $15.18 | A | 1,692,644 | D | |
| Common StockF5 | Feb 13, 2015 | F | 97,518 | $59.48 | D | 1,595,126 | D | |
| Common StockF3 | holding | — | — | — | 4,140 | I | By spouse | |
| Common Stock | holding | — | — | — | 127,932 | I | By trust |
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)F1 | $15.18 | Feb 12, 2015 | M | 150,000 | D | — | Apr 1, 2015 | Common Stock | 150,000 | 245,342 | D |
| Stock Option (Right to Buy)F1 | $15.18 | Feb 13, 2015 | M | 100,000 | D | — | Apr 1, 2015 | Common Stock | 100,000 | 145,342 | D |
| Stock Option (Right to Buy)F1 | $15.18 | Feb 13, 2015 | M | 145,342 | D | — | Apr 1, 2015 | Common Stock | 145,342 | 0 | D |
Explanation of responses
- F1The option, representing a right to purchase a total of 945,342 shares (adjusted to reflect the Issuer's two-for-one stock split of common stock on December 29, 2014), became exercisable in four equal annual installments beginning on April 1, 2009, which was the first anniversary of the date on which the option was granted. The option expires on April 1, 2015.
- F2Represents the weighted average sale price of the common stock sold by Mr. Simon on 02/12/2015. The range of stock prices was $58.00 to $59.06. Upon request, Mr. Simon will provide the Commission staff, the Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.
- F3Mr. Simon disclaims beneficial ownership of the common stock held by his spouse, Daryl Simon.
- F4Represents the weighted average sale price of the common stock sold by Mr. Simon on 02/13/2015. The range of stock prices was $58.995 to $59.55. Upon request, Mr. Simon will provide the Commission staff, the Issuer or a security holder of the Issuer with information regarding the number of shares sold at each separate price.
- F5Represents the payment of exercise price and tax liability by the withholding of securities.