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Filing Details

Accession Number:: 0000921895-19-000690
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-03-07 20:22:14
Reporting Period:: 2017-03-05

Accepted Time:: 2019-03-07 20:22:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
910406	Hain Celestial Group Inc	HAIN	Food And Kindred Products (2000)	223240619

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1559771	Engaged Capital Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1559850	Engaged Capital Flagship Fund, L.p.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580761	Engaged Capital Flagship Master Fund, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580769	Engaged Capital Holdings, Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1580771	W. Glenn Welling	C/O Engaged Capital, Llc 610 Newport Center Drive, Suite 250 Newport Beach CA 92660	Yes	No	Yes	No
1619827	Engaged Capital Flagship Fund, Ltd.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695111	Engaged Capital Co-Invest Vi-B, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695183	Engaged Capital Co-Invest Vi-A, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1695189	Engaged Capital Co-Invest Vi, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes
1733281	Engaged Capital Co-Invest Vi-C, Lp	610 Newport Center Drive, Suite 250 Suite 250 Newport Beach CA 92660	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-03-05	951,932	$19.97	1,073,073	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-06	102,200	$20.76	1,175,273	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-06	162,796	$20.52	1,338,069	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-06	253,500	$20.74	1,591,569	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-06	184,233	$20.55	1,775,802	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-06	520,250	$20.27	2,296,052	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-07	200,000	$21.02	2,496,052	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-07	568,175	$21.55	3,064,227	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-07	6,800	$21.24	3,071,027	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-07	930,482	$21.20	4,001,509	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
Common Stock	Acquisiton	2019-03-07	94,543	$21.30	4,096,052	No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP
No	4	P	Indirect	By: Engaged Capital Co-Invest VI-D, LP

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,309,865	Indirect	By: Engaged Capital Flagship Master Fund, LP
Common Stock	195,655	Indirect	By: Managed Account of Engaged Capital, LLC
Common Stock	21,577	Direct
Common Stock	2,117,002	Indirect	By: Engaged Capital Co-Invest VI, LP
Common Stock	4,412,690	Indirect	By: Engaged Capital Co-Invest VI-A, LP
Common Stock	2,322,405	Indirect	By: Engaged Capital Co-Invest VI-B, LP
Common Stock	1,407,543	Indirect	By: Engaged Capital Co-Invest VI-C, LP

Footnotes

This Form 4 is filed jointly by 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 Co-Invest VI-D, LP ("Engaged Capital Co-Invest VI-D"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons").
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. 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, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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.
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.
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.
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.
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.
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.
Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D.