HAIN CELESTIAL GROUP INC — Director's Dealing 2019

Mar 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HAIN CELESTIAL GROUP INC (HAIN)
CIK: 0000910406
Period of Report: 2019-02-28

Reporting Person: Welling Glenn W. (Director, 10% Owner)
Reporting Person: Engaged Capital LLC (10% Owner)
Reporting Person: Engaged Capital Holdings, LLC (10% Owner)
Reporting Person: Engaged Capital Flagship Master Fund, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest VI, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest VI-A, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest VI-B, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest VI-C, LP (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, L.P. (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	P	4800	$19.3394	Acquired	1386915	Indirect
2019-02-28	Common Stock	P	17300	$19.4200	Acquired	1404215	Indirect
2019-02-28	Common Stock	P	536700	$19.2392	Acquired	1940915	Indirect
2019-02-28	Common Stock	P	10100	$19.1775	Acquired	1951015	Indirect
2019-03-01	Common Stock	P	358850	$19.3985	Acquired	2309865	Indirect
2019-02-28	Common Stock	P	45728	$19.2392	Acquired	165215	Indirect
2019-03-01	Common Stock	P	30440	$19.3985	Acquired	195655	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21577	Direct
Common Stock	2117002	Indirect
Common Stock	4412690	Indirect
Common Stock	2322405	Indirect
Common Stock	1407543	Indirect

Footnotes

F1: This Form 4 is filed jointly by Glenn W. Welling, 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2)

F2: (continued from footnote 1) 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.

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.

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.

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.

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.

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.

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.