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Filing Details

Accession Number:: 0000921895-19-000635
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-01 19:52:05
Reporting Period:: 2019-02-28

Accepted Time:: 2019-03-01 19:52:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
910406	Hain Celestial Group Inc	HAIN	Food And Kindred Products (2000)	223240619

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1559771	Engaged Capital Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1559850	Engaged Capital Flagship Fund, L.p.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580761	Engaged Capital Flagship Master Fund, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580769	Engaged Capital Holdings, Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1580771	W. Glenn Welling	C/O Engaged Capital, Llc 610 Newport Center Drive, Suite 250 Newport Beach CA 92660	Yes	No	Yes	No
1619827	Engaged Capital Flagship Fund, Ltd.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695111	Engaged Capital Co-Invest Vi-B, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695183	Engaged Capital Co-Invest Vi-A, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695189	Engaged Capital Co-Invest Vi, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1733281	Engaged Capital Co-Invest Vi-C, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-02-28	4,800	$19.34	1,386,915	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Acquisiton	2019-02-28	17,300	$19.42	1,404,215	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Acquisiton	2019-02-28	536,700	$19.24	1,940,915	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Acquisiton	2019-02-28	10,100	$19.18	1,951,015	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Acquisiton	2019-03-01	358,850	$19.40	2,309,865	No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	Acquisiton	2019-02-28	45,728	$19.24	165,215	No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC
Common Stock	Acquisiton	2019-03-01	30,440	$19.40	195,655	No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	P	Indirect	By: Engaged Capital Flagship Master Fund, LP
No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC
No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	21,577	Direct
Common Stock	2,117,002	Indirect	By: Engaged Capital Co-Invest VI, LP
Common Stock	4,412,690	Indirect	By: Engaged Capital Co-Invest VI-A, LP
Common Stock	2,322,405	Indirect	By: Engaged Capital Co-Invest VI-B, LP
Common Stock	1,407,543	Indirect	By: Engaged Capital Co-Invest VI-C, LP

Footnotes

This 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)
(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.
Securities 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.
Securities 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.
Securities 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.
Securities 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.
Securities 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.
Securities 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.