X0306
4
2019-05-13
0
0000910406
HAIN CELESTIAL GROUP INC
HAIN
0001580771
Welling Glenn W.
C/O ENGAGED CAPITAL, LLC
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
1
0
1
0
0001559771
Engaged Capital LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580769
Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
1
0
0001580761
Engaged Capital Flagship Master Fund, LP
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681
GRAND CAYMAN
E9
KY1-1111
CAYMAN ISLANDS
0
0
0
1
See Footnote 1
0001695189
Engaged Capital Co-Invest VI, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001695183
Engaged Capital Co-Invest VI-A, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001695111
Engaged Capital Co-Invest VI-B, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001733281
Engaged Capital Co-Invest VI-C, LP
610 NEWPORT CENTER DRIVE, SUITE 250
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001559850
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001619827
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
Common Stock
2019-05-13
4
P
0
10435
23.4228
A
139628
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-13
4
P
0
98943
23.0850
A
238571
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-13
4
P
0
357820
23.4997
A
596391
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-13
4
P
0
200000
23.1464
A
796391
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-14
4
P
0
59392
23.7096
A
855783
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-14
4
P
0
400000
23.1585
A
1255783
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-14
4
P
0
13500
23.3450
A
1269283
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-14
4
P
0
64717
23.6641
A
1334000
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-14
4
P
0
370509
23.7948
A
1704509
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
34371
23.8532
A
1738880
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
15553
24.0887
A
1754433
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
19557
24.2681
A
1773990
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
154799
24.1033
A
1928789
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
63922
23.7317
A
1992711
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
215321
24.4767
A
2208032
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2019-05-15
4
P
0
4242
23.9066
A
2212274
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
4096052
I
By: Engaged Capital Co-Invest VI-D, LP
Common Stock
2309865
I
By: Engaged Capital Flagship Master Fund, LP
Common Stock
195655
I
By: Managed Account of Engaged Capital, LLC
Common Stock
21577
D
Common Stock
2117002
I
By: Engaged Capital Co-Invest VI, LP
Common Stock
4412690
I
By: Engaged Capital Co-Invest VI-A, LP
Common Stock
2322405
I
By: Engaged Capital Co-Invest VI-B, LP
Common Stock
1407543
I
By: Engaged Capital Co-Invest VI-C, LP
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").
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.
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.
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.
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.
/s/ Glenn W. Welling
2019-05-15
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Co-Invest VI, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Co-Invest VI-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Co-Invest VI-B, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Co-Invest VI-C, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2019-05-15
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director
2019-05-15