organization · Reporting owner
Engaged Capital Holdings, LLC
Disclosed activity across 6 companies
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| BRC Inc.BRCC · Entity 6663 | 10% owner | June 01, 2026 | June 03, 2026 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
BRC Inc.
Report date June 01, 2026 · Filed June 03, 2026
Jointly reported with Welling Glenn W., Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | Direct | 335,736 |
Reported balance
After 2026-06-01 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2026-06-01 · Grant · Acquired 80,645 · Balance 335,736 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is 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. F2: Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration. |
| Class A Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 13,935,560 |
Reported balance
Holding disclosure · report date 2026-06-01 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 13,935,560 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is 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. F3: 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. |
| Class A Common StockSEC Table I · non-derivative | IndirectBy: Welling Family Trust | 506,092 |
Reported balance
Holding disclosure · report date 2026-06-01 · row 3
Holding and transaction disclosures are not merged.
1 source rowRow 3 · Balance 506,092 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is 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. F4: Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of BRC Inc.'s (the "Issuer") outstanding Class A Common Stock. Mr. Welling is 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.
F2: Represents an award of restricted stock units under the 2022 Omnibus Incentive Plan of BRC Inc. that vest on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon settlement for no consideration.
F3: 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.
F4: Securities held in the Welling Family Trust. Mr. Welling, as Trustee of the Welling Family Trust, may be deemed to beneficially own the securities held in the Welling Family Trust.
Past disclosures · reporting ended (5)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
HAIN CELESTIAL GROUP INC
Report date November 15, 2021 · Filed November 18, 2021
Jointly reported with Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd., Engaged Capital Co-Invest VI-D, L.P., Engaged Capital Co-Invest VI-E, L.P.
Section 16 reporting ended · disclosed 2021-11-18. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 7
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2021-11-15 · Sale · Disposed 2,086,956 · Balance 20,000 F1: 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"). F2: 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. F3: 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. F4: 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. Row 7 · 2021-11-15 · Other · Disposed 20,000 · Balance 0 F1: 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"). F2: 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. F10: 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. F4: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-B, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 8
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 2 · 2021-11-15 · Sale · Disposed 2,291,388 · Balance 20,000 F1: 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"). F2: 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. F3: 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. F5: 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. Row 8 · 2021-11-15 · Other · Disposed 20,000 · Balance 0 F1: 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"). F2: 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. F10: 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. F5: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-C, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 9
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2021-11-15 · Sale · Disposed 1,397,543 · Balance 10,000 F1: 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"). F2: 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. F3: 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. F6: 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. Row 9 · 2021-11-15 · Other · Disposed 10,000 · Balance 0 F1: 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"). F2: 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. F10: 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. F6: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-D, LP | 0 |
Reported balance
After 2021-11-15 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2021-11-15 · Sale · Disposed 4,096,052 · Balance 0 F1: 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"). F2: 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. F3: 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. F7: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest VI-E, LP | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 5 · 2021-11-15 · Sale · Disposed 2,507,565 · Balance 1,700,000 F1: 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"). F2: 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. F3: 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. F8: 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. Row 6 · 2021-11-15 · Sale · Disposed 1,700,000 · Balance 0 F1: 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"). F2: 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. F9: 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. F8: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital, LLC | 0 |
Last balance in matching sequence
After 2021-11-15 transaction · row 11
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 10 · 2021-11-15 · Other · Acquired 50,000 · Balance 50,000 F1: 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"). F2: 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. F11: 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. F12: 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. Row 11 · 2021-11-15 · Other · Disposed 50,000 · Balance 0 F1: 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"). F2: 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. F13: 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. F12: 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. |
| Common StockSEC Table I · non-derivative | Direct | 39,108 |
Last balance in matching sequence
After 2021-11-15 transaction · row 13
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 12 · 2021-11-15 · Other · Acquired 40,000 · Balance 79,108 F1: 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"). F2: 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. F14: 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. Row 13 · 2021-11-15 · Gift · Disposed 40,000 · Balance 39,108 F1: 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"). F2: 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. F15: Represents a bona fide gift to an unaffiliated charitable organization. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 1,719,645 |
Reported balance
Holding disclosure · report date 2021-11-15 · row 14
Holding and transaction disclosures are not merged.
1 source rowRow 14 · Balance 1,719,645 F1: 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"). F2: 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. F16: 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. |
| Common StockSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 147,449 |
Reported balance
Holding disclosure · report date 2021-11-15 · row 15
Holding and transaction disclosures are not merged.
1 source rowRow 15 · Balance 147,449 F1: 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"). F2: 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. F17: 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. |
Filing footnotes · ownership attribution and instrument terms
F1: 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").
F2: 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.
F3: 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.
F4: 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.
F5: 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.
F6: 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.
F7: 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.
F8: 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.
F9: 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.
F10: 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.
F11: 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.
F12: 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.
F13: 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.
F14: 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.
F15: Represents a bona fide gift to an unaffiliated charitable organization.
F16: 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.
F17: 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.
JAMBA, INC.
Report date September 13, 2018 · Filed September 13, 2018
Jointly reported with Welling Glenn W., Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2018-09-13. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | Direct | 0 |
Last balance in matching sequence
After 2018-09-13 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2018-09-13 · Other · Disposed 18,121 · Balance 5,218 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Row 2 · 2018-09-13 · Disposition to issuer · Disposed 5,218 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 0 |
Reported balance
After 2018-09-13 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2018-09-13 · Other · Disposed 2,603,020 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2: Shares 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 shares 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 shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. |
| Common Stock, par value $0.001 per shareSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 0 |
Reported balance
After 2018-09-13 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2018-09-13 · Other · Disposed 230,982 · Balance 0 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3: Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2: Shares 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 shares 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 shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master.
F3: Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
MAGNACHIP SEMICONDUCTOR Corp
Report date January 11, 2017 · Filed January 13, 2017
Jointly reported with Engaged Capital LLC, Welling Glenn W., Engaged Capital Flagship Master Fund, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2017-01-13. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 3,105,124 |
Reported balance
After 2017-01-11 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-01-11 · Sale · Disposed 347,850 · Balance 3,105,124 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd. |
| Common Stock, par value $0.01 per shareSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 347,850 |
Reported balance
After 2017-01-11 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2017-01-11 · Sale · Disposed 52,150 · Balance 347,850 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. |
| 5.00% Exchangeable Senior Notes due 2021SEC Table II · derivative / convertible security · Conversion / exercise price $8.26 · Expires 2021-03-01 | IndirectBy: Engaged Capital Flagship Master Fund, LP | Not disclosed |
Reported balance
After 2017-01-11 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2017-01-11 · Purchase · Acquired Not disclosed · Balance Not disclosed F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion. F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein. F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd. |
| 5.00% Exchangeable Senior Notes due 2021SEC Table II · derivative / convertible security · Conversion / exercise price $8.26 · Expires 2021-03-01 | IndirectBy: Managed Account of Engaged Capital, LLC | Not disclosed |
Reported balance
After 2017-01-11 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2017-01-11 · Purchase · Acquired Not disclosed · Balance Not disclosed F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion. F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein. F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
F3: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
F4: The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion.
F5: At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein.
F6: Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd.
SunOpta Inc.
Report date August 16, 2022 · Filed August 18, 2022
Jointly reported with Engaged Capital LLC, Welling Glenn W., Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest IV-A, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2022-08-18. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common SharesSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 4,747,346 |
Last balance in matching sequence
After 2022-08-17 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2022-08-16 · Sale · Disposed 67,249 · Balance 5,144,877 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act. F3: 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. Row 2 · 2022-08-17 · Sale · Disposed 397,531 · Balance 4,747,346 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3: 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. |
| Common SharesSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 371,440 |
Last balance in matching sequence
After 2022-08-17 transaction · row 4
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 3 · 2022-08-16 · Sale · Disposed 478,204 · Balance 401,589 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: 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. Row 4 · 2022-08-17 · Sale · Disposed 30,149 · Balance 371,440 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: 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. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest IV-A, LP ("Engaged Capital Co-Invest IV-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer beneficially owns more than 10% of SunOpta Inc.'s (the "Issuer") outstanding Common Shares. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2: The sale of 67,249 Common Shares at a price of $11.0304 reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the purchase of 22,561 Common Shares at a price of $5.21 by Engaged Capital Flagship Master on March 2, 2022. The Reporting Persons have made arrangements with the Issuer to voluntarily disgorge $131,314.04 to the Issuer, the full amount of statutory "profit" calculated pursuant to Section 16(b) of the Exchange Act.
F3: 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.
F4: 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.
UPBOUND GROUP, INC.
Report date August 20, 2018 · Filed August 22, 2018
Jointly reported with Engaged Capital LLC, Welling Glenn W., Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest V, LP, Engaged Capital Co-Invest V-A, LP, Engaged Capital Flagship Fund, L.P., Engaged Capital Flagship Fund, Ltd.
Section 16 reporting ended · disclosed 2018-08-22. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Flagship Master Fund, LP | 1,286,153 |
Reported balance
After 2018-08-20 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2018-08-20 · Sale · Disposed 1,233,816 · Balance 1,286,153 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest V, LP | 1,379,881 |
Reported balance
After 2018-08-20 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2018-08-20 · Sale · Disposed 1,323,730 · Balance 1,379,881 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. |
| Common StockSEC Table I · non-derivative | IndirectBy: Engaged Capital Co-Invest V-A, LP | 1,730,278 |
Reported balance
After 2018-08-20 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2018-08-20 · Sale · Disposed 1,659,870 · Balance 1,730,278 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. |
| Common StockSEC Table I · non-derivative | IndirectBy: Managed Account of Engaged Capital, LLC | 137,297 |
Reported balance
After 2018-08-20 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2018-08-20 · Sale · Disposed 232,584 · Balance 137,297 F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F5: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
F3: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V.
F4: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.
F5: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| May 15, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 15,553 | $24.09 | $374,651.55 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 11 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,754,433 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 15, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 34,371 | $23.85 | $819,858.34 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 10 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,738,880 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 14, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 370,509 | $23.79 | $8,816,187.55 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 9 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,704,509 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 14, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 64,717 | $23.66 | $1,531,469.56 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 8 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,334,000 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 14, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 13,500 | $23.35 | $315,157.50 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 7 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,269,283 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 14, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 400,000 | $23.16 | $9,263,400.00 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 6 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 1,255,783 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 14, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 59,392 | $23.71 | $1,408,160.56 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 5 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 855,783 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 13, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 200,000 | $23.15 | $4,629,280.00 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 4 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 796,391 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 13, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 357,820 | $23.50 | $8,408,662.65 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 3 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 596,391 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 13, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 98,943 | $23.09 | $2,284,099.16 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 2 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 238,571 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| May 13, 2019 Filed May 15, 2019 22:13 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 10,435 | $23.42 | $244,416.92 |
DisclosureSEC source: 0000921895-19-001511 · form409455027_05152019.xml · nonDerivative · entry 1 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-E, LP Disclosed balance after: 139,628 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F10 · ownership.nature: 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 thesecurities owned directly by Engaged Capital Co-Invest VI-E. Read SEC document |
| March 07, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 94,543 | $21.30 | $2,013,359.37 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 11 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 4,096,052 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 07, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 930,482 | $21.20 | $19,726,218.40 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 10 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 4,001,509 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 07, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 6,800 | $21.24 | $144,400.72 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 9 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 3,071,027 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 07, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 568,175 | $21.55 | $12,245,818.96 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 8 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 3,064,227 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 07, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 200,000 | $21.02 | $4,204,080.00 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 7 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 2,496,052 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 520,250 | $20.27 | $10,546,820.15 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 6 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 2,296,052 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 184,233 | $20.55 | $3,786,835.62 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 5 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 1,775,802 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 253,500 | $20.74 | $5,256,398.55 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 4 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 1,591,569 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 162,796 | $20.52 | $3,340,166.93 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 3 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 1,338,069 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 06, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 102,200 | $20.76 | $2,121,161.00 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 2 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 1,175,273 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 05, 2019 Filed Mar 8, 2019 01:22 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 951,932 | $19.97 | $19,007,131.05 |
DisclosureSEC source: 0000921895-19-000690 · form4a09455021_03072019.xml · nonDerivative · entry 1 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest VI-D, LP Disclosed balance after: 1,073,073 F1 · security: 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 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"). F2 · security: 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. 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. F9 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest VI-D. As the general partner and investment adviser of Engaged Capital Co-Invest VI-D, EngagedCapital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest VI-D. Engaged Holdings, as the managing member ofEngaged 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 thesecurities owned directly by Engaged Capital Co-Invest VI-D. Read SEC document |
| March 01, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 30,440 | $19.40 | $590,490.34 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 7 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 195,655 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F8 · ownership.nature: 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. Read SEC document |
| March 01, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 358,850 | $19.40 | $6,961,151.73 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 5 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,309,865 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: 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. Read SEC document |
| February 28, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 45,728 | $19.24 | $879,770.14 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 6 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 165,215 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F8 · ownership.nature: 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. Read SEC document |
| February 28, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 10,100 | $19.18 | $193,692.75 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 4 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 1,951,015 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: 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. Read SEC document |
| February 28, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 536,700 | $19.24 | $10,325,678.64 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 3 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 1,940,915 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: 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. Read SEC document |
| February 28, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 17,300 | $19.42 | $335,966.00 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 2 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 1,404,215 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: 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. Read SEC document |
| February 28, 2019 Filed Mar 2, 2019 00:52 UTC | HAIN CELESTIAL GROUP INC HAIN · Entity 7055 | PurchaseCommon Stock | 4,800 | $19.34 | $92,829.12 |
DisclosureSEC source: 0000921895-19-000635 · form409455027_03012019.xml · nonDerivative · entry 1 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest VI, LP · CIK 0001695189 · See Footnote 1 Engaged Capital Co-Invest VI-A, LP · CIK 0001695183 · See Footnote 1 Engaged Capital Co-Invest VI-B, LP · CIK 0001695111 · See Footnote 1 Engaged Capital Co-Invest VI-C, LP · CIK 0001733281 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 1,386,915 F1 · security: This Form 4 is filed jointly by Glenn W. Welling, 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-A, LP ("Engaged Capital Co-Invest VI-A"), 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 Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital") and Engaged Capital Holdings, LLC ("Engaged Holdings") (collectively, the "Reporting Persons"). (continued in footnote 2) F2 · security: (continued from footnote 1) Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: 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. Read SEC document |
| September 13, 2018 Filed Sep 13, 2018 17:22 UTC | JAMBA, INC. JMBA · Entity 163656 | OtherCommon Stock, par value $0.001 per share | 230,982 | $13.00 | $3,002,766.00 |
DisclosureSEC source: 0000921895-18-002590 · form409455008_09132018.xml · nonDerivative · entry 4 Welling Glenn W. · CIK 0001580771 · Director · See Footnote 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 0 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account. Read SEC document |
| September 13, 2018 Filed Sep 13, 2018 17:22 UTC | JAMBA, INC. JMBA · Entity 163656 | OtherCommon Stock, par value $0.001 per share | 2,603,020 | $13.00 | $33,839,260.00 |
DisclosureSEC source: 0000921895-18-002590 · form409455008_09132018.xml · nonDerivative · entry 3 Welling Glenn W. · CIK 0001580771 · Director · See Footnote 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2 · ownership.nature: Shares 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 shares 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 shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Read SEC document |
| September 13, 2018 Filed Sep 13, 2018 17:22 UTC | JAMBA, INC. JMBA · Entity 163656 | Disposition to issuerCommon Stock, par value $0.001 per share | 5,218 | $13.00 | $67,834.00 |
DisclosureSEC source: 0000921895-18-002590 · form409455008_09132018.xml · nonDerivative · entry 2 Welling Glenn W. · CIK 0001580771 · Director · See Footnote 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Read SEC document |
| September 13, 2018 Filed Sep 13, 2018 17:22 UTC | JAMBA, INC. JMBA · Entity 163656 | OtherCommon Stock, par value $0.001 per share | 18,121 | $13.00 | $235,573.00 |
DisclosureSEC source: 0000921895-18-002590 · form409455008_09132018.xml · nonDerivative · entry 1 Welling Glenn W. · CIK 0001580771 · Director · See Footnote 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,218 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member 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 was also a director of the Issuer until September 13, 2018. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Read SEC document |
| August 20, 2018 Filed Aug 22, 2018 20:18 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | SaleCommon Stock | 232,584 | $14.67 | $3,412,007.28 |
DisclosureSEC source: 0000921895-18-002452 · form409455023_08222018.xml · nonDerivative · entry 4 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Managed Account of Engaged Capital, LLC Disclosed balance after: 137,297 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F5 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account. Read SEC document |
| August 20, 2018 Filed Aug 22, 2018 20:18 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | SaleCommon Stock | 1,659,870 | $14.67 | $24,350,292.90 |
DisclosureSEC source: 0000921895-18-002452 · form409455023_08222018.xml · nonDerivative · entry 3 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest V-A, LP Disclosed balance after: 1,730,278 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F4 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Read SEC document |
| August 20, 2018 Filed Aug 22, 2018 20:18 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | SaleCommon Stock | 1,323,730 | $14.67 | $19,419,119.10 |
DisclosureSEC source: 0000921895-18-002452 · form409455023_08222018.xml · nonDerivative · entry 2 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Co-Invest V, LP Disclosed balance after: 1,379,881 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F3 · ownership.nature: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Read SEC document |
| August 20, 2018 Filed Aug 22, 2018 20:18 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | SaleCommon Stock | 1,233,816 | $14.67 | $18,100,080.72 |
DisclosureSEC source: 0000921895-18-002452 · form409455023_08222018.xml · nonDerivative · entry 1 Engaged Capital LLC · CIK 0001559771 · See Footnote 1 Engaged Capital Holdings, LLC · CIK 0001580769 · See Footnote 1 Welling Glenn W. · CIK 0001580771 · See Footnote 1 Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 1,286,153 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| June 26, 2018 Filed Jun 28, 2018 17:00 UTC | JAMBA, INC. JMBA · Entity 163656 | GrantCommon Stock, par value $0.001 per share | 10,436 | $0.00 | $0.00 |
DisclosureSEC source: 0000921895-18-002030 · form409455008_06282018.xml · nonDerivative · entry 1 Welling Glenn W. · CIK 0001580771 · Director · 10% owner Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · 10% owner Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · 10% owner Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,339 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Mr. Welling is also 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. F2 · shares: The securities reported in this column include 5,218 restricted stock units ("RSUs") for Mr. Welling's board service during fiscal year 2018 which give Mr. Welling a contingent right to receive at a future date one share of Common Stock for each RSU held. The RSUs vest over a one year period in four equal installments, with 25% vesting on each three month period following the Issuer's 2018 annual stockholder meeting, or the date of the Issuer's 2019 annual stockholder meeting if the meeting is held before such date, subject to Mr. Welling's continued board service. F3 · shares: The securities reported in this column include 5,218 shares of Common Stock issued for Mr. Welling's board service during fiscal year 2017. F4 · balance_after: The number of securities reported in this column includes 5,218 RSUs held by Mr. Welling as of the date of this filing. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 330,000 | Not disclosed Strike: $8.90 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 21 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 330,000 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 441,037 | Not disclosed Strike: $7.91 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 20 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 441,037 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 264,079 | Not disclosed Strike: $8.21 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 19 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 264,079 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 136,079 | Not disclosed Strike: $8.33 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 18 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 136,079 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 382,591 | Not disclosed Strike: $8.32 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 17 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 382,591 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCash-Settled Total Return Swap · Derivative | 370,702 | Not disclosed Strike: $8.19 | Not disclosed |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · derivative · entry 16 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 0 Underlying: Common Stock · 370,702 shares Expires not disclosed F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F6 · price: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · price: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.exercise_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.exercise_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F6 · derivative.expiration_date: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · derivative.expiration_date: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 330,000 | $10.41 | $3,436,917.00 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 12 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,519,969 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 330,000 | $8.90 | $2,935,977.00 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 11 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,849,969 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 441,037 | $10.41 | $4,593,356.25 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 10 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,519,969 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 441,037 | $7.91 | $3,488,249.84 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 9 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,961,006 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 264,079 | $10.41 | $2,750,356.38 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 8 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,519,969 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
| February 08, 2018 Filed Feb 9, 2018 22:29 UTC | UPBOUND GROUP, INC. RCII · Entity 599 | OtherCommon Stock | 264,079 | $8.21 | $2,169,276.95 |
DisclosureSEC source: 0000921895-18-000485 · form409455023_02092018.xml · nonDerivative · entry 7 Engaged Capital LLC · CIK 0001559771 · 10% owner Engaged Capital Holdings, LLC · CIK 0001580769 · 10% owner Welling Glenn W. · CIK 0001580771 · 10% owner Engaged Capital Flagship Master Fund, LP · CIK 0001580761 · See Footnote 1 Engaged Capital Co-Invest V, LP · CIK 0001688224 · See Footnote 1 Engaged Capital Co-Invest V-A, LP · CIK 0001700254 · See Footnote 1 Engaged Capital Flagship Fund, L.P. · CIK 0001559850 · See Footnote 1 Engaged Capital Flagship Fund, Ltd. · CIK 0001619827 · See Footnote 1 Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By: Engaged Capital Flagship Master Fund, LP Disclosed balance after: 2,784,048 F1 · security: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. F6 · kind: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7) F7 · kind: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements. F8 · kind: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. F2 · ownership.nature: 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, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.