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
                      

1. Name and Address of Reporting Person *

Welling Glenn W.
2. Issuer Name and Ticker or Trading Symbol

HAIN CELESTIAL GROUP INC [ HAIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ENGAGED CAPITAL, LLC, 610 NEWPORT CENTER DRIVE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2019
(Street)

NEWPORT BEACH, CA 92660
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) (2) 5/13/2019     P    10435   A $23.4228   139628   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/13/2019     P    98943   A $23.0850   238571   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/13/2019     P    357820   A $23.4997   596391   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/13/2019     P    200000   A $23.1464   796391   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/14/2019     P    59392   A $23.7096   855783   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/14/2019     P    400000   A $23.1585   1255783   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/14/2019     P    13500   A $23.3450   1269283   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/14/2019     P    64717   A $23.6641   1334000   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/14/2019     P    370509   A $23.7948   1704509   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    34371   A $23.8532   1738880   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    15553   A $24.0887   1754433   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    19557   A $24.2681   1773990   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    154799   A $24.1033   1928789   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    63922   A $23.7317   1992711   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    215321   A $24.4767   2208032   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2) 5/15/2019     P    4242   A $23.9066   2212274   I   By: Engaged Capital Co-Invest VI-E, LP   (10)
Common Stock   (1) (2)                4096052   I   By: Engaged Capital Co-Invest VI-D, LP   (9)
Common Stock   (1) (2)                2309865   I   By: Engaged Capital Flagship Master Fund, LP   (3)
Common Stock   (1) (2)                195655   I   By: Managed Account of Engaged Capital, LLC   (8)
Common Stock   (1) (2)                21577   D    
Common Stock   (1) (2)                2117002   I   By: Engaged Capital Co-Invest VI, LP   (4)
Common Stock   (1) (2)                4412690   I   By: Engaged Capital Co-Invest VI-A, LP   (5)
Common Stock   (1) (2)                2322405   I   By: Engaged Capital Co-Invest VI-B, LP   (6)
Common Stock   (1) (2)                1407543   I   By: Engaged Capital Co-Invest VI-C, LP   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Welling Glenn W.
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH, CA 92660
X X

Engaged Capital LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH, CA 92660

X

Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH, CA 92660

X

Engaged Capital Flagship Master Fund, LP
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681
GRAND CAYMAN, E9 KY1-1111



See Footnote 1
Engaged Capital Co-Invest VI, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1
Engaged Capital Co-Invest VI-A, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1
Engaged Capital Co-Invest VI-B, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1
Engaged Capital Co-Invest VI-C, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH, CA 92660



See Footnote 1

Signatures
/s/ Glenn W. Welling 5/15/2019
** Signature of Reporting Person Date

Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Co-Invest VI, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Co-Invest VI-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Co-Invest VI-B, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Co-Invest VI-C, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 5/15/2019
** Signature of Reporting Person Date

Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 5/15/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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