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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Rosenthal Bennett (Last) (First) (Middle) C/O ARES MANAGEMENT LLC 1999 AVENUE OF THE STARS, SUITE 1900 (Street) LOS ANGELES CA 90067 (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) 05/16/2007
	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	05/16/2007		A		8,500(1)(2)	A	$0	12,750(2)(3)	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

Explanation of Responses:

1. Consists of shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan (the "Plan"), which vest to the extent of one-third on May 16, 2008 and cumulatively vest to the extent of one-third each year thereafter, subject to certain provisions of the Plan. Pursuant to the provisions of the Plan, Mr. Rosenthal elected to receive such restricted shares in the form of restricted stock units, which units shall be distributed to Mr. Rosenthal in the form of whole shares of common stock on or about January 15th of the year following the calendar year in which Mr. Rosenthal terminates service on the Board of Directors.

2. These securities are held by Mr. Rosenthal for the benefit of Ares Management LLC ("Ares") and certain funds managed by or affiliated with Ares (together with Ares, the "Ares Entities"). Mr. Rosenthal is associated with Ares and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, Mr. Rosenthal must hold these securities as a nominee for the sole benefit of the Ares Entities and has assigned to Ares all economic, pecuniary and voting rights in respect of these securities. Mr. Rosenthal disclaims beneficial ownership of these securities and the filing of this Form 4 shall not be deemed an admission that Mr. Rosenthal is the beneficial owner of, or has any interest in, any such securities not directly owned by Mr. Rosenthal for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

3. Amounts reported in this Form 4 do not include any securities of the Issuer held by the Ares Entities. Mr. Rosenthal disclaims beneficial ownership of all securities of the Issuer directly and indirectly held by the Ares Entities. The amounts reported herein shall not be deemed an admission that Mr. Rosenthal is the beneficial owner of, or has any interest in, any such securities not directly owned by Mr. Rosenthal for purposes of Section 16 of the Exchange Act or for any other purpose.

	/s/ Christian P. Fonss, Attorney-in-Fact	05/18/2007
	** 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).
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