Filing Details

Accession Number:
0000921895-19-001614
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-05-21 20:27:03
Reporting Period:
2019-05-17
Accepted Time:
2019-05-21 20:27:03
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 Insider Title 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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2019-05-17 34,777 $23.72 2,247,051 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-17 280,970 $23.84 2,528,021 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-17 14,988 $23.38 2,543,009 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-17 175,020 $23.56 2,718,029 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-20 400,000 $23.38 3,118,029 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-20 31,100 $23.38 3,149,129 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-20 81,065 $23.14 3,230,194 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-20 200,000 $23.09 3,430,194 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 270,000 $24.20 3,700,194 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 40,000 $24.25 3,740,194 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 100,000 $24.28 3,840,194 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 84,480 $24.24 3,924,674 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 30,000 $24.31 3,954,674 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Common Stock Acquisiton 2019-05-21 252,891 $23.97 4,207,565 No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
No 4 P Indirect By: Engaged Capital Co-Invest VI-E, LP
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 4,096,052 Indirect By: Engaged Capital Co-Invest VI-D, LP
Common Stock 2,309,865 Indirect By: Engaged Capital Flagship Master Fund, LP
Common Stock 195,655 Indirect By: Managed Account of Engaged Capital, LLC
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
  1. This Form 4 is filed jointly by 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 Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons").
  2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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-D. 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D.
  10. Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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-E. 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E.