Statement of Changes in Beneficial Ownership (4)
December 04 2019 - 4:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Idrovo Javier H |
2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC
[
HAIN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2019 |
(Street)
LAKE SUCCESS, NY 11042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Based Restricted Stock Units | (1) | 12/2/2019 | | A | | 100000 (2) | | (3) | (3) | Common Stock | 100000.0 | $0 | 100000 | D | |
Performance Based Restricted Stock Units | (1) | 12/2/2019 | | A | | 40017 (4) | | (3) | (3) | Common Stock | 40017.0 | $0 | 140017 | D | |
Restricted Stock Units | (5) | 12/2/2019 | | A | | 52021 (6) | | (7) | (7) | Common Stock | 52021.0 | $0 | 52021 | D | |
Explanation of Responses: |
(1) | Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of common stock of The Hain Celestial Group, Inc. (the "Company"). |
(2) | This PSU award represents the Reporting Person's long-term incentive opportunity for fiscal years 2020 and 2021. |
(3) | 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 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. |
(4) | This PSU award represents one-time compensation intended to recognize the compensation the Reporting Person forfeited from the Reporting Person's former employer to join the Company. |
(5) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Company. |
(6) | This RSU award represents one-time compensation intended to recognize the compensation the Reporting Person forfeited from the Reporting Person's former employer to join the Company. |
(7) | These RSUs will vest in two (2) equal installments on December 2, 2020 and 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Idrovo Javier H C/O THE HAIN CELESTIAL GROUP, INC. 1111 MARCUS AVENUE LAKE SUCCESS, NY 11042 |
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| EVP & Chief Financial Officer |
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Signatures
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/s/ Kristy Meringolo, as Attorney-in-Fact for Javier H. Idrovo | | 12/4/2019 |
**Signature of Reporting Person | Date |
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