0000921895-21-002723.txt : 20211117
0000921895-21-002723.hdr.sgml : 20211117
20211117193832
ACCESSION NUMBER: 0000921895-21-002723
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211115
FILED AS OF DATE: 20211117
DATE AS OF CHANGE: 20211117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
CENTRAL INDEX KEY: 0001619827
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422144
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, Ltd.
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd.
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd.
DATE OF NAME CHANGE: 20140918
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital LLC
CENTRAL INDEX KEY: 0001559771
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422151
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P.
CENTRAL INDEX KEY: 0001559850
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422145
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
BUSINESS PHONE: 949-734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 90272
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Fund, LP
DATE OF NAME CHANGE: 20160805
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP
DATE OF NAME CHANGE: 20160707
FORMER NAME:
FORMER CONFORMED NAME: ENGAGED CAPITAL II LP
DATE OF NAME CHANGE: 20121009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP
CENTRAL INDEX KEY: 0001580761
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422149
BUSINESS ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: CRICKET SQUARE, HUTCHINS DRIVE
STREET 2: P.O. BOX 2681
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1111
FORMER NAME:
FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP
DATE OF NAME CHANGE: 20130703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC
CENTRAL INDEX KEY: 0001580769
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422150
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: (949) 734-7900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE
STREET 2: SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest VI-E, L.P.
CENTRAL INDEX KEY: 0001768884
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1219
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422142
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 9497347900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest VI-B, LP
CENTRAL INDEX KEY: 0001695111
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1217
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422147
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
BUSINESS PHONE: 9497347815
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest VI, LP
CENTRAL INDEX KEY: 0001695189
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1217
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422148
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
BUSINESS PHONE: 9497347815
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest VI-C, LP
CENTRAL INDEX KEY: 0001733281
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422146
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
BUSINESS PHONE: 9497347815
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Engaged Capital Co-Invest VI-D, L.P.
CENTRAL INDEX KEY: 0001768883
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1219
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22818
FILM NUMBER: 211422143
BUSINESS ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
BUSINESS PHONE: 9497347900
MAIL ADDRESS:
STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250
CITY: NEWPORT BEACH
STATE: CA
ZIP: 92660
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HAIN CELESTIAL GROUP INC
CENTRAL INDEX KEY: 0000910406
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 223240619
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 1111 MARCUS AVENUE
CITY: LAKE SUCCESS
STATE: NY
ZIP: 11042
BUSINESS PHONE: 5165875000
MAIL ADDRESS:
STREET 1: 1111 MARCUS AVENUE
CITY: LAKE SUCCESS
STATE: NY
ZIP: 11042
FORMER COMPANY:
FORMER CONFORMED NAME: HAIN FOOD GROUP INC
DATE OF NAME CHANGE: 19941219
FORMER COMPANY:
FORMER CONFORMED NAME: KINERET ACQUISITION CORP
DATE OF NAME CHANGE: 19931021
FORMER COMPANY:
FORMER CONFORMED NAME: 21ST CENTURY FOOD PRODUCTS CORP
DATE OF NAME CHANGE: 19930830
4
1
form409455027b_11172021.xml
OWNERSHIP DOCUMENT
X0306
4
2021-11-15
1
0000910406
HAIN CELESTIAL GROUP INC
HAIN
0001559771
Engaged Capital LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001580769
Engaged Capital Holdings, LLC
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001580761
Engaged Capital Flagship Master Fund, LP
CRICKET SQUARE, HUTCHINS DRIVE
P.O. BOX 2681
GRAND CAYMAN
E9
KY1-1111
CAYMAN ISLANDS
0
0
0
1
See Footnote 1
0001695189
Engaged Capital Co-Invest VI, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001695111
Engaged Capital Co-Invest VI-B, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001733281
Engaged Capital Co-Invest VI-C, LP
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001559850
Engaged Capital Flagship Fund, L.P.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001619827
Engaged Capital Flagship Fund, Ltd.
610 NEWPORT CENTER DRIVE
SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001768883
Engaged Capital Co-Invest VI-D, L.P.
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
0001768884
Engaged Capital Co-Invest VI-E, L.P.
610 NEWPORT CENTER DRIVE, SUITE 250
NEWPORT BEACH
CA
92660
0
0
0
1
See Footnote 1
Common Stock
2021-11-15
4
S
0
2086956
45.00
D
20000
I
By: Engaged Capital Co-Invest VI, LP
Common Stock
2021-11-15
4
S
0
2291388
45.00
D
20000
I
By: Engaged Capital Co-Invest VI-B, LP
Common Stock
2021-11-15
4
S
0
1397543
45.00
D
10000
I
By: Engaged Capital Co-Invest VI-C, LP
Common Stock
2021-11-15
4
S
0
4096052
45.00
D
0
I
By: Engaged Capital Co-Invest VI-D, LP
Common Stock
2021-11-15
4
S
0
2507565
45.00
D
1700000
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2021-11-15
4
S
0
1700000
45.00
D
0
I
By: Engaged Capital Co-Invest VI-E, LP
Common Stock
2021-11-15
4
J
0
20000
D
0
I
By: Engaged Capital Co-Invest VI, LP
Common Stock
2021-11-15
4
J
0
20000
D
0
I
By: Engaged Capital Co-Invest VI-B, LP
Common Stock
2021-11-15
4
J
0
10000
D
0
I
By: Engaged Capital Co-Invest VI-C, LP
Common Stock
2021-11-15
4
J
0
50000
A
50000
I
By: Engaged Capital, LLC
Common Stock
2021-11-15
4
J
0
50000
D
0
I
By: Engaged Capital, LLC
Common Stock
2021-11-15
4
J
0
40000
A
79108
D
Common Stock
2021-11-15
4
G
0
40000
0.00
D
39108
D
Common Stock
1719645
I
By: Engaged Capital Flagship Master Fund, LP
Common Stock
147449
I
By: Managed Account of Engaged Capital, LLC
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-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 Co-Invest VI-E, LP ("Engaged Capital Co-Invest VI-E"), 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 second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. The Reporting Persons were members of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Mr. Welling will continue to be a Reporting Person as a director of the Issuer. 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.
Represents the sale of shares of Common Stock in an underwritten offering (the "Offering") pursuant to the underwriting agreement entered into on November 10, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D, Engaged Capital Co-Invest VI-E and Morgan Stanley and Co. LLC. The Offering closed on November 15, 2021.
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-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 owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. 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-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 the securities owned directly by Engaged Capital Co-Invest VI-D.
Securities owned directly by Engaged Capital Co-Invest VI-E. As the general partner and investment adviser of Engaged Capital Co-Invest VI-E, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-E. 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-E. 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-E.
Represents the sale of shares of Common Stock by Engaged Capital Co-Invest VI-E pursuant to a share repurchase agreement (the "Share Repurchase Agreement") entered into on November 9, 2021 by and among the Issuer, Engaged Capital Co-Invest VI, Engaged Capital Co-Invest VI-B, Engaged Capital Co-Invest VI-C, Engaged Capital Co-Invest VI-D and Engaged Capital Co-Invest VI-E. The Share Repurchase Agreement closed on November 15, 2021.
Represents the pro rata distribution of shares of Common Stock to Engaged Capital as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
Represents the pro rata distribution of shares of Common Stock that Engaged Capital received as part of an incentive fee. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
Securities owned directly by Engaged Capital. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital. 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.
Represents the pro rata distribution of 40,000 shares of Common Stock to Mr. Welling and 10,000 shares of Common Stock to another employee of Engaged Capital. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
Represents the pro rata distribution of 40,000 shares of Common Stock by Engaged Capital to Mr. Welling. Such pro rata distribution is an exempt transaction pursuant to Rule 16a-13 or otherwise.
Represents a bona fide gift to an unaffiliated charitable organization.
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 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.
Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Co-Invest VI, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Co-Invest VI-B, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Co-Invest VI-C, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director
2021-11-17
Engaged Capital Co-Invest VI-D, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17
Engaged Capital Co-Invest VI-E, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory
2021-11-17