13D Filing: Engaged Capital and Hain Celestial Group Inc (HAIN)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

The Hain Celestial Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

405217100

(CUSIP Number)

glenn
w. welling

engaged
capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 28, 2018

(Date of Event Which Requires Filing of This
Statement)

If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.

_______________

¹       The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.

The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 2 to the
Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically
set forth herein.

Item 2 is hereby amended and restated as follows:

Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to a Joint Filing
Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each
of Engaged Capital Flagship Master and Engaged Capital Offshore is c/o Conyers Trust Company (Cayman) Limited, Cricket Square,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of the principal office of each of Engaged
Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital
Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California
92660. The officers and directors of Engaged Capital Offshore and their principal occupations and business addresses are set forth
on Schedule A of the Schedule 13D and are incorporated by reference in this Item 2.

(c) The principal business of each of Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B and Engaged
Capital Co-Invest VI-C is investing in securities. Each of Engaged Capital Fund and Engaged Capital Offshore is a private
investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged Capital is a registered investment
advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged
Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Fund, Engaged Capital Offshore
and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged Capital Flagship Master, Engaged
Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C and Engaged
Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling is the Founder and CIO of
Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore.

(d) No Reporting Person, nor any person listed
on Schedule A annexed to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed
on Schedule A annexed to the Schedule 13D, has during the last five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

(f) Engaged Capital Flagship Master and Engaged
Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Co-Invest VI, Engaged Capital Co-Invest
VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Fund, Engaged Capital and Engaged Holdings
are organized under the laws of the State of Delaware. Mr. Welling is a citizen of the United States of America. The
citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.

Item 3 is hereby amended and
restated as follows:

The Shares purchased by Engaged Capital Flagship
Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest
VI-C and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases, except as is, or has been, otherwise
noted. The aggregate purchase price of the 1,382,115 Shares owned by Engaged Capital Flagship Master was approximately $48,669,154,
including brokerage commissions. The aggregate purchase price of the 2,117,002 Shares owned by Engaged Capital Co-Invest VI
was approximately $76,581,198, including brokerage commissions. The aggregate purchase price of the 4,412,690 Shares owned
by Engaged Capital Co-Invest VI-A was approximately $149,343,062, including brokerage commissions. The aggregate purchase price
of the 2,322,405 Shares owned by Engaged Capital Co-Invest VI-B was approximately $79,657,919, including brokerage commissions. The
aggregate purchase price of the 1,407,543 Shares owned by Engaged Capital Co-Invest VI-C was approximately $49,079,758, including
brokerage commissions. The aggregate purchase price of the 119,487 Shares held in the Engaged Capital Account was approximately
$4,283,393, including brokerage commissions.

Items 5(a) – (c) are hereby amended and
restated to read as follows:

(a) The aggregate percentage of Shares reported
beneficially owned by each person named herein is based upon 103,918,020 Shares outstanding as of January 31, 2018, which is the
total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on February
7, 2018.

As of the close of business on February 28, 2018,
Engaged Capital Flagship Master beneficially owned 1,382,115 Shares, constituting approximately 1.3% of the Shares outstanding. Each
of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially
own the 1,382,115 Shares beneficially owned by Engaged Capital Flagship Master, constituting approximately 1.3% of the Shares outstanding.

As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI beneficially owned 2,117,002 Shares, constituting approximately 2.0% of the Shares outstanding.

As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-A beneficially owned 4,412,690 Shares, constituting approximately 4.2% of the Shares outstanding.

As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-B beneficially owned 2,322,405 Shares, constituting approximately 2.2% of the Shares outstanding.

As of the close of business on February 28, 2018,
Engaged Capital Co-Invest VI-C beneficially owned 1,407,543 Shares, constituting approximately 1.4% of the Shares outstanding.

As of the close of business on February 28, 2018,
119,487 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment
adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest
IV-B and Engaged Capital Co-Invest VI-C and the investment adviser of the Engaged Capital Account, may be deemed to beneficially
own the 11,761,242 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital
Co-Invest VI-A, Engaged Capital Co-Invest VI-B and Engaged Capital Co-Invest VI-C and held in the Engaged Capital Account, constituting
approximately 11.3% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed
to beneficially own the 11,761,242 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest
VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C and held in the Engaged Capital
Account, constituting approximately 11.3% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital
and sole member of Engaged Holdings, may be deemed to beneficially own the 11,761,242 Shares owned in the aggregate by Engaged
Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A, Engaged Capital Co-Invest VI-B, Engaged
Capital Co-Invest VI-C and held in the Engaged Capital Account, constituting approximately 11.3% of the Shares outstanding.

Each Reporting Person is a member of a “group”
with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and such group may be deemed the beneficial owner of the Shares directly owned by each of the Reporting
Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of
Section 13(d) of the Exchange Act the beneficial owners of any securities of the Issuer that he or it does not directly own. Each
of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.

(b) By virtue of their respective positions with
Engaged Capital Flagship Master, each of Engaged Capital Fund, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and
Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported as beneficially owned by Engaged Capital
Flagship Master.

By virtue of their respective positions with Engaged
Capital Co-Invest VI, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and
dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI.

By virtue of their respective positions with Engaged
Capital Co-Invest VI-A, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-A.

By virtue of their respective positions with
Engaged Capital Co-Invest VI-B, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power
to vote and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-B.

By virtue of their respective positions with Engaged
Capital Co-Invest VI-C, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares reported as beneficially owned by Engaged Capital Co-Invest VI-C.

By virtue of their respective positions with the
Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote
and dispose of the Shares held in the Engaged Capital Account.

(c) On February 28, 2018, Engaged Capital Co-Invest
VI-C purchased 1,407,543 Shares at a price of $34.8291 per Share. Other than as disclosed herein, there have been no transactions
in the Shares during the past sixty days by the Reporting Persons.

Item 6 is hereby amended to add the following:

On February 28, 2018, the Reporting Persons entered
into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement
is filed as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 1, 2018