| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HANGER ORTHOPEDIC GROUP INC [ HGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/17/2004 | M | 5,000 | A | $4.375 | 14,815(1) | D | |||
| Common Stock | 05/17/2004 | S | 4,600 | D | $15.5 | 10,215(1) | D | |||
| Common Stock | 05/17/2004 | S | 200 | D | $15.8 | 10,015(1) | D | |||
| Common Stock | 05/17/2004 | S | 200 | D | $15.9 | 9,815(1) | D | |||
| Common Stock | 750(2) | I | By IRA | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $3 | 06/14/1996 | 06/14/2005 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Non-Qualified Stock Option | $5.875 | 06/21/1997 | 06/21/2006 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Non-Qualified Stock Option | $8.75 | 06/06/1998 | 06/06/2007 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Non-Qualified Stock Option | $18.625 | 05/22/1999 | 05/22/2008 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Non-Qualified Stock Option | $14 | 09/21/2000 | 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 | 5,535 | 5,535 | D | ||||||||
| Non-Qualified Stock Option | $16.1 | 05/07/2005(4) | 05/07/2014 | Common Stock | 5,373 | 5,373 | D | ||||||||
| Phantom Stock | $16.1(5) | 05/07/2005 | (5) | Common Stock | 750 | 750 | D | ||||||||
| Non-Qualified Stock Option | $4.375 | 05/17/2004 | M | 5,000 | 06/22/1995 | 06/22/2004 | Common Stock | 5,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes grants under the Company's 2003 Non-Employee Directors' Stock Incentive Plan of 2,070 shares of restricted stock that will become 100% vested on June 4, 2004, and 1,745 shares of restricted stock that will become 100% vested on May 7, 2005, subject to certain provisions of the Plan. |
| 2. Includes 750 shares of common stock acquired in an open-market purchase on October 28, 1997, by the Thomas P. Cooper, M.D. Defined Benefit Pension Plan, which have been rolled over into an IRA. |
| 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% of the shares underlying such option 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 of the shares underlying such option each year thereafter. |
| 5. Each share of phantom stock is payable in cash one year from the date of grant at a price per share equal to the value of a share of the company's common stock on such date. |
| Christian B. Dinneen-Long, Attorney-in-Fact | 05/19/2004 | |
| ** 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. | ||