Initial Statement of Beneficial Ownership (3)
November 07 2019 - 5:31PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
*
Kasenchak Priscilla |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/29/2019
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3. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [HAIN]
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(Last)
(First)
(Middle)
C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP & Chief Accounting Officer / |
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(Street)
LAKE SUCCESS, NY 11042
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 3547 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Units | (2) | (2) | Common Stock | 2340.0 | (3) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 6639.0 | (3) | D | |
| Performance Based Restricted Stock Units | (5) | (5) | Common Stock | 13657.0 | (6) | D | |
| Performance Based Restricted Stock Units | (7) | (7) | Common Stock | 840.0 | (6) | D | |
| Explanation of Responses: |
| (1) | Includes 2,667 shares of restricted stock which will vest in two (2) equal installments on October 1, 2020 and 2021. |
| (2) | These restricted stock units ("RSUs") will vest in three (3) equal installments on January 24, 2020, 2021 and 2022. |
| (3) | Each RSU represents a contingent right to receive one share of common stock of the Company. |
| (4) | These RSUs will vest on October 7, 2021. |
| (5) | These performance-based restricted stock units ("PSUs") are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 300% of the target number shown, and is based on criteria related to the annual total shareholder return of the Company over the three-year period beginning on November 6, 2018. The time vesting requirement will be satisfied on November 6, 2021. |
| (6) | Each PSU represents a contingent right to receive one share of common stock of the Company. |
| (7) | These PSUs are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs under the award. The number of PSUs that vest, if any, may vary from 0% to 150% of the target number shown, and is based on criteria related to the Company's total shareholder return relative to the companies comprising the S&P Food & Beverage Select Industry Index over the two-year period beginning on July 1, 2018. The time vesting requirement will be satisfied on June 30, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kasenchak Priscilla
C/O THE HAIN CELESTIAL GROUP, INC.
1111 MARCUS AVENUE
LAKE SUCCESS, NY 11042 |
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| SVP & Chief Accounting Officer |
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Signatures
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| /s/ Kristy Meringolo, as Attorney-in-Fact for Priscilla Kasenchak | | 11/7/2019 |
| **Signature of Reporting Person | Date |
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