FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Kasenchak Priscilla |
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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
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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SVP & Chief Accounting Officer
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C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE |
3. Date of Earliest Transaction (Month/Day/Year) 01/24/2020 |
LAKE SUCCESS, NY 11042 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 01/24/2020 |
| M (1) |
| 780 | A |
$
0
| 4,327 | D |
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Common Stock | 01/24/2020 |
| F (2) |
| 307 | D |
$24.96 | 4,020 | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units | (3) | 01/24/2020 |
| M |
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| 780 |
(4) |
(4) | Common Stock | 780.00 |
$
0
| 1,560 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kasenchak Priscilla C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY 11042 |
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SVP & Chief Accounting Officer |
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Signatures
/s/ Andrew Burchill, as Attorney-in-Fact for Priscilla Kasenchak | |
01/28/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | On January 24, 2020, 780 restricted stock units ("RSUs") of The Hain Celestial Group, Inc. (the "Company") vested pursuant to the Restricted Stock Units Agreement between the Company and the Reporting Person (the "Agreement"), and upon such vesting the Reporting Person received 780 shares of common stock of the Company. |
(2) | The Company retained 307 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 780 RSUs as required by the terms of the Agreement and consistent with the Company's practice for satisfying such U.S. tax withholding obligations. |
(3) | Each RSU represents a contingent right to receive one share of common stock of the Company. |
(4) | Of the 2,340 RSUs granted, 33-1/3% vested on January 24, 2020 and 33-1/3% will vest on each of January 24, 2021 and 2022. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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