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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHARRETTE EDMOND E

(Last) (First) (Middle)
119 RUSSELL STREET
SUITE 22

(Street)
LITTLETON MA 01460

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HANGER ORTHOPEDIC GROUP INC [ HGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/07/2004 A 1,745(1) A $16.1 2,745(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $5.875 06/21/1997(3) 06/21/2006 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $8.75 06/06/1998(3) 06/06/2007 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $18.625 05/22/1999(3) 05/22/2008 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $14 09/21/2000(3) 09/21/2009 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $5.1875 05/19/2001(3) 05/19/2010 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $1.65 06/05/2002(3) 06/05/2011 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $14 06/04/2003(3) 06/04/2012 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $11.21 06/04/2004(4) 06/04/2013 Common Stock 5,000 5,000 D
Non-Qualified Stock Option $16.1 05/07/2004 A 5,373 05/07/2005(4) 05/07/2014 Common Stock 5,373 $0 5,373 D
Explanation of Responses:
1. Consists of shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan, which become 100% vested on May 7, 2005, subject to certain provisions of the Plan.
2. Includes an additional 1,000 shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan, which become 100% vested on June 4, 2004, subject to certain provisions of the Plan.
3. This option becomes exercisable to the extent of 25% of the shares underlying such option on the above date and is cumulatively exercisable to the extent of 25% each year thereafter.
4. This option becomes exercisable to the extent of one-third of the shares underlying such option on the above date and is cumulatively exercisable to the extent of one-third each year thereafter.
Christian B. Dinneen-Long, Attorney-in-Fact 05/11/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.