Sec Form 4 Filing - Davidson Wendy P @ HAIN CELESTIAL GROUP INC - 2023-01-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Davidson Wendy P
2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [ HAIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2023
(Street)
LAKE SUCCESS, NY11042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Share Units ( 1 ) 01/01/2023 A 35,746 ( 2 ) ( 2 ) Common Stock 35,746 $ 0 35,746 D
Performance Share Units ( 3 ) 01/01/2023 A 17,873 ( 4 ) ( 4 ) Common Stock 17,873( 4 ) $ 0 17,873 D
Restricted Share Units ( 1 ) 01/01/2023 A 95,321 ( 5 ) ( 5 ) Common Stock 95,321 $ 0 95,321 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davidson Wendy P
C/O THE HAIN CELESTIAL GROUP, INC.
1111 MARCUS AVENUE
LAKE SUCCESS, NY11042
X President and CEO
Signatures
/s/ Andrew S. Burchill, as Attorney-in-Fact for Wendy P. Davidson 01/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
( 2 )The RSUs, awarded as part of the Issuer's 2023-2025 Long Term Incentive Program, vest in three (3) equal annual installments on September 6, 2023, 2024 and 2025.
( 3 )Each performance share unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.
( 4 )The PSUs, awarded as part of the Issuer's 2023-2025 Long Term Incentive Program, are subject to both performance and time vesting requirements. The number of PSUs reported represents the target number of PSUs. The number of PSUs that vest, if any, may vary from 0% to 200% of the target number reported, and is based on goals for the Issuer's compound annual total shareholder return over the three-year period from September 7, 2022 through September 6, 2025. The time vesting requirement will be satisfied on September 6, 2025.
( 5 )The RSUs, granted as a one-time make-whole award intended to recognize the equity awards the Reporting Person forfeited from the Reporting Person's former employer upon joining the Issuer, vest in three (3) equal annual installments on January 1, 2024, 2025 and 2026.

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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