SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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*
Goldenitsch Wolfgang

(Last) (First) (Middle)
C/O THE HAIN CELESTIAL GROUP, INC.
221 RIVER STREET, 12TH FLOOR

(Street)
HOBOKEN NJ 07030

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [ HAIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
President, International
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/18/2024 M(1) 2,451 A (2) 59,709 D
Common Stock 11/18/2024 F(3) 1,226 D $7.23 58,483 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Share Units (2) 11/18/2024 M 2,451 (4) (4) Common Stock 2,451 $0 0 D
Explanation of Responses:
1. On November 18, 2024, the Reporting Person had 2,451 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 2,451 shares of common stock of the Issuer prior to withholding for taxes.
2. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.
3. The Issuer withheld 1,226 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 2,451 RSUs, pursuant to the terms of the applicable award agreement.
4. Of the 7,357 RSUs under this award, 2,453 RSUs vested on each of November 18, 2022 and November 18, 2023, and 2,451 RSUs vested on November 18, 2024.
/s/ Andrew S. Burchill, as Attorney-in-Fact for Wolfgang Goldenitsch 11/20/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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