Mark L. Schiller - Nov 5, 2021 Form 4 Insider Report for HAIN CELESTIAL GROUP INC (HAIN)

Role
President and CEO, Director
Signature
/s/ Andrew Burchill, as Attorney-in-Fact for Mark L. Schiller
Stock symbol
HAIN
Transactions as of
Nov 5, 2021
Transactions value $
-$8,448,237
Form type
4
Date filed
11/9/2021, 06:02 PM
Previous filing
Oct 5, 2021
Next filing
Nov 19, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HAIN Common Stock Tax liability -$588K -12.8K -12.99% $45.86 85.9K Nov 5, 2021 Direct F1
transaction HAIN Common Stock Options Exercise +350K +407.52% 436K Nov 6, 2021 Direct F2, F3
transaction HAIN Common Stock Tax liability -$7.86M -171K -39.32% $45.86 264K Nov 6, 2021 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HAIN Performance Based Restricted Stock Units Options Exercise $0 -350K -100% $0.00* 0 Nov 6, 2021 Common Stock 350K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Issuer withheld 12,823 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 26,185 shares of restricted stock, pursuant to the terms of the applicable award agreement.
F2 On November 6, 2021, the Reporting Person's performance-based restricted stock units ("PSUs") vested at target, resulting in the Reporting Person receiving 350,000 shares of common stock of the Issuer prior to withholding for taxes.
F3 These PSUs, awarded as part of the Issuer's 2019-2021 Long-Term Incentive Plan, represented a contingent right to receive shares of the Issuer's common stock upon the Issuer's attainment of goals for compound annual total shareholder return over the three-year period ended November 6, 2021. The PSUs represented a contingent right to receive from 0 to 1,050,000 shares of the Issuer's common stock, with 350,000 shares representing the target number awarded on the grant date. The PSUs vested at 100% of target based on the Issuer's compound annual total shareholder return exceeding 15% over the performance period. The PSUs were also subject to a time vesting requirement which was satisfied on November 6, 2021.
F4 The Issuer withheld 171,395 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 350,000 PSUs, pursuant to the terms of the applicable award agreement.