Statement of Changes in Beneficial Ownership (4)
January 25 2022 - 5:04PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Goldenitsch Wolfgang |
2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC
[
HAIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, International |
(Last)
(First)
(Middle)
C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/24/2022 |
(Street)
LAKE SUCCESS, NY 11042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/24/2022 | | M(1) | | 688 | A | (2) | 31793 | D | |
Common Stock | 1/24/2022 | | F(3) | | 344 | D | $37.25 | 31449 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Share Units | (2) | 1/24/2022 | | M | | | 688 | (4) | (4) | Common Stock | 688.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | On January 24, 2022, the Reporting Person had 688 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 688 shares of common stock of the Issuer prior to withholding for taxes. |
(2) | The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting. |
(3) | The Issuer withheld 344 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 688 RSUs, pursuant to the terms of the applicable award agreement. |
(4) | The 688 RSUs vested on January 24, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Goldenitsch Wolfgang C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY 11042 |
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| CEO, International |
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Signatures
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/s/ Andrew Burchill, as Attorney-in-Fact for Wolfgang Goldenitsch | | 1/25/2022 |
**Signature of Reporting Person | Date |
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