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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/25/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 910406 |
| Issuer Name: HAIN CELESTIAL GROUP INC |
| Issuer Trading Symbol: HAIN |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2016099 |
| | Owner Name: Marquardt Chad D. |
| Reporting Owner Address: |
| | Owner Street 1: C/O THE HAIN CELESTIAL GROUP, INC. |
| | Owner Street 2: 221 RIVER STREET, 12TH FLOOR |
| | Owner City: HOBOKEN |
| | Owner State: NJ |
| | Owner ZIP Code: 07030 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President, North America |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Share Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/25/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,851 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 8,851 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 8,851 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Share Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F3 |
| | Transaction Date: |
| | | Value: 3/25/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,950 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,950 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,950 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Share Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/25/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 32,967 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F5 |
| | Expiration Date: |
| | | Footnote ID: F5 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 32,967 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 32,967 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
| Footnote - F2: The RSUs, awarded as part of the Issuer's 2024-2026 Long Term Incentive Program, vest in three (3) equal annual installments on each of October 25, 2024, 2025 and 2026. |
| Footnote - F3: Each performance share unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. |
| Footnote - F4: The PSUs, awarded as part of the Issuer's 2024-2026 Long Term Incentive Program, are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number reported, and is based on goals for the Issuer's compound annual total shareholder return over the three-year period ending on October 25, 2026. The time vesting requirement will be satisfied on October 25, 2026. |
| Footnote - F5: The RSUs, granted as a one-time make-whole award intended to recognize the compensation the Reporting Person forfeited from the Reporting Person's former employer upon joining the Issuer, vest in three (3) equal annual installments on each of the first, second and third anniversaries of the grant date. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Andrew S. Burchill, as Attorney-in-Fact for Chad D. Marquardt |
| Signature Date: 3/27/24 |
