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

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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned
(Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is
relevant.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a)

This statement is filed by:

(i)

Engaged Capital Flagship Master Fund, LP (Engaged Capital Flagship Master), a Cayman Islands exempted limited partnership, with respect to the Shares directly and beneficially owned by it;

(ii)

Engaged Capital Co-Invest VI, LP (Engaged Capital Co-Invest VI), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;

(iii)

Engaged Capital Co-Invest VI-A, LP (Engaged Capital Co-Invest VI-A), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;

(iv)

Engaged Capital Co-Invest VI-B, LP (Engaged Capital Co-Invest VI-B), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;

(v)

Engaged Capital Flagship Fund, LP (Engaged Capital Fund), a Delaware limited partnership, as a feeder fund of Engaged Capital Flagship Master;

(vi)

Engaged Capital Flagship Fund, Ltd. (Engaged Capital Offshore), a Cayman Islands exempted company, as a feeder fund of Engaged Capital Flagship Master;

(vii)

Engaged Capital, LLC (Engaged Capital), a Delaware limited liability company, as the general partner and investment adviser of each of Engaged Capital Flagship Master, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-A and Engaged Capital Co-Invest VI-B and the investment adviser of a certain managed account (the Engaged Capital Account);

(viii)

Engaged Capital Holdings, LLC (Engaged Holdings), a Delaware limited liability company, as the managing member of Engaged Capital; and

(ix)

Glenn W. Welling, as the Founder and Chief Investment Officer (CIO) of Engaged Capital and the sole member of Engaged Holdings.

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. Tonia Pankopf is no longer a member of a group with the Reporting Persons for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and will no longer be jointly filing this Schedule 13D with the Reporting Persons.

(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 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 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 and
Engaged Capital Co-Invest VI-B is investing in securities. Each of Engaged Capital Fund and Engaged Capital Offshore is a private investment partnership that serves
as a feeder fund