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Engaged Capital Co-Invest VI-D, L.P., et al. – ‘4’ for 5/18/20 re: Hain Celestial Group Inc.

On:  Tuesday, 5/19/20, at 4:45pm ET   ·   For:  5/18/20   ·   Accession #:  921895-20-1509   ·   File #:  0-22818

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/19/20  Engaged Cap Co-Invest VI-D, L.P.  4                      1:18K  Hain Celestial Group Inc.         Olshan Frome Wolosky LLP
          Engaged Capital Co-Invest VI-E, L.P.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document --                               HTML      3K 
                form409455027b_05192020.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
XML Data rendering:  Ownership Document
 
                                                                                                                                                                                
<?xml version="1.0" encoding="windows-1252"?>
<ownershipDocument>
<schemaVersion> X0306 </schemaVersion>
<documentType> 4 </documentType>
<periodOfReport> 2020-05-18 </periodOfReport>
<notSubjectToSection16> 0 </notSubjectToSection16>
<issuer>
<issuerCik> 0000910406 </issuerCik>
<issuerName> HAIN CELESTIAL GROUP INC </issuerName>
<issuerTradingSymbol> HAIN </issuerTradingSymbol>
</issuer>
<reportingOwner>
<reportingOwnerId>
<rptOwnerCik> 0001768883 </rptOwnerCik>
<rptOwnerName> Engaged Capital Co-Invest VI-D, L.P. </rptOwnerName>
</reportingOwnerId>
<reportingOwnerAddress>
<rptOwnerStreet1> 610 NEWPORT CENTER DRIVE, SUITE 250 </rptOwnerStreet1>
<rptOwnerStreet2></rptOwnerStreet2>
<rptOwnerCity> NEWPORT BEACH </rptOwnerCity>
<rptOwnerState> CA </rptOwnerState>
<rptOwnerZipCode> 92660 </rptOwnerZipCode>
<rptOwnerStateDescription></rptOwnerStateDescription>
</reportingOwnerAddress>
<reportingOwnerRelationship>
<isDirector> 0 </isDirector>
<isOfficer> 0 </isOfficer>
<isTenPercentOwner> 0 </isTenPercentOwner>
<isOther> 1 </isOther>
<officerTitle></officerTitle>
<otherText> See Footnote 1 </otherText>
</reportingOwnerRelationship>
</reportingOwner>
<reportingOwner>
<reportingOwnerId>
<rptOwnerCik> 0001768884 </rptOwnerCik>
<rptOwnerName> Engaged Capital Co-Invest VI-E, L.P. </rptOwnerName>
</reportingOwnerId>
<reportingOwnerAddress>
<rptOwnerStreet1> 610 NEWPORT CENTER DRIVE, SUITE 250 </rptOwnerStreet1>
<rptOwnerStreet2></rptOwnerStreet2>
<rptOwnerCity> NEWPORT BEACH </rptOwnerCity>
<rptOwnerState> CA </rptOwnerState>
<rptOwnerZipCode> 92660 </rptOwnerZipCode>
<rptOwnerStateDescription></rptOwnerStateDescription>
</reportingOwnerAddress>
<reportingOwnerRelationship>
<isDirector> 0 </isDirector>
<isOfficer> 0 </isOfficer>
<isTenPercentOwner> 0 </isTenPercentOwner>
<isOther> 1 </isOther>
<officerTitle></officerTitle>
<otherText> See Footnote 1 </otherText>
</reportingOwnerRelationship>
</reportingOwner>
<nonDerivativeTable>
<nonDerivativeTransaction>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<transactionDate>
<value> 2020-05-18 </value>
</transactionDate>
<deemedExecutionDate></deemedExecutionDate>
<transactionCoding>
<transactionFormType> 4 </transactionFormType>
<transactionCode> J </transactionCode>
<equitySwapInvolved> 0 </equitySwapInvolved>
<footnoteId id="F11"/>
</transactionCoding>
<transactionTimeliness></transactionTimeliness>
<transactionAmounts>
<transactionShares>
<value> 4391753 </value>
</transactionShares>
<transactionPricePerShare>
<value> 0 </value>
</transactionPricePerShare>
<transactionAcquiredDisposedCode>
<value> D </value>
</transactionAcquiredDisposedCode>
</transactionAmounts>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 0 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI-A, LP </value>
<footnoteId id="F5"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeTransaction>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 1719645 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Flagship Master Fund, LP </value>
<footnoteId id="F3"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 147449 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Managed Account of Engaged Capital, LLC </value>
<footnoteId id="F8"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 27198 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Glenn W. Welling </value>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 2106956 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI, LP </value>
<footnoteId id="F4"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 2311388 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI-B, LP </value>
<footnoteId id="F6"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 4207565 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI-E, LP </value>
<footnoteId id="F10"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 4096052 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI-D, LP </value>
<footnoteId id="F9"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
<nonDerivativeHolding>
<securityTitle>
<value> Common Stock </value>
<footnoteId id="F1"/>
<footnoteId id="F2"/>
</securityTitle>
<postTransactionAmounts>
<sharesOwnedFollowingTransaction>
<value> 1407543 </value>
</sharesOwnedFollowingTransaction>
</postTransactionAmounts>
<ownershipNature>
<directOrIndirectOwnership>
<value> I </value>
</directOrIndirectOwnership>
<natureOfOwnership>
<value> By: Engaged Capital Co-Invest VI-C, LP </value>
<footnoteId id="F7"/>
</natureOfOwnership>
</ownershipNature>
</nonDerivativeHolding>
</nonDerivativeTable>
<footnotes>
<footnote id="F1"> 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"). </footnote>
<footnote id="F2"> 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 second 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. </footnote>
<footnote id="F3"> 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. </footnote>
<footnote id="F4"> 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. </footnote>
<footnote id="F5"> 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. </footnote>
<footnote id="F6"> 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. </footnote>
<footnote id="F7"> 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. </footnote>
<footnote id="F8"> 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. </footnote>
<footnote id="F9"> 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. </footnote>
<footnote id="F10"> 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. </footnote>
<footnote id="F11"> Represents a pro rata distribution of shares from Engaged Capital Co-Invest VI-A to its partners. Following the pro rata distribution, Engaged Capital Co-Invest VI-A no longer beneficially owns any shares and shall cease to be a Reporting Person immediately following the filing of this Form 4. Following the pro rata distribution, the remaining Reporting Persons collectively beneficially own approximately 15.7% of the Issuer's outstanding shares. </footnote>
</footnotes>
<ownerSignature>
<signatureName> Engaged Capital Co-Invest VI-D, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory </signatureName>
<signatureDate> 2020-05-19 </signatureDate>
</ownerSignature>
<ownerSignature>
<signatureName> Engaged Capital Co-Invest VI-E, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory </signatureName>
<signatureDate> 2020-05-19 </signatureDate>
</ownerSignature>
</ownershipDocument>


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