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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Wolfe Jeryl |
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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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Chief Supply Chain Officer
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C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE |
3. Date of Earliest Transaction (Month/Day/Year) 04/14/2021 |
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 | 04/14/2021 |
| M (1) |
| 4,531 | A |
$
0
| 4,641 | D |
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Common Stock | 04/14/2021 |
| F (2) |
| 1,556 | D |
$42.7 | 3,085 | 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) | 04/14/2021 |
| M |
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| 4,531 |
(4) |
(4) | Common Stock | 4,531.00 |
$
0
| 4,532 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wolfe Jeryl C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY 11042 |
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Chief Supply Chain Officer |
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Signatures
/s/ Andrew Burchill, as Attorney-in-Fact for Jeryl Wolfe | |
04/16/2021 |
**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 April 14, 2021, 4,531 restricted stock units ("RSUs") of the Issuer vested pursuant to the Restricted Stock Units Agreement between the Issuer and the Reporting Person (the "Agreement"). |
(2) | The Issuer retained 1,556 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 4,531 RSUs as required by the terms of the Agreement and consistent with the Issuer's practice for satisfying such tax withholding obligations. |
(3) | Each RSU represents a contingent right to receive one share of common stock of the Issuer. |
(4) | Of the 13,594 RSUs granted, 33-1/3% vested on each of April 14, 2020 and 2021, and 33-1/3% will vest on April 14, 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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