X0201 4 2003-12-22 1 0000722723 HANGER ORTHOPEDIC GROUP INC HGR 0001106607 JP MORGAN PARTNERS BHCA LP J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 7% Redeemable Preferred Stock 16.50 2003-12-22 4 S 0 26500 1403.39 D 2003-12-22 Non-Voting Common Stock 1606060 1381 D The Company is entitled to require the 7% Redeemable Preferred Stock to be converted into non-voting common stock on or after July 2, 2002, if the average closing price of the common stock for 20 consecutive trading days is equal to or greater than 175% of the conversion price. These shares were initially convertible into 1,606,060 shares on non-voting common stock of the Issuer. However, accrued and unpaid dividends on the 7% Redeemable Preferred Stock will have the effect of increasing the number of shares of common stock issuable upon conversion of the 7% Redeemable Preferred Stock. These shares were initially convertible into 83,697 shares of non-voting common stock of the Issuer. However, accrued and unpaid dividends on the 7% Redeemable Preferred Stock will have the effect of increasing the number of shares of common stock issuable upon conversion of the 7% Redeemable Preferred Stock. There is no expiration date. J.P. Morgan Partners (BHCA), L.P. 2003-12-22 By: JPMP Master Fund Manager, L.P., its General Partner 2003-12-22 By: JPMP Capital Corp., its General Partner 2003-12-22 /s/ Mitchell Blutt 2003-12-22