0000904454-19-000624.txt : 20190906 0000904454-19-000624.hdr.sgml : 20190906 20190906164713 ACCESSION NUMBER: 0000904454-19-000624 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190906 DATE AS OF CHANGE: 20190906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANGER, INC. CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40189 FILM NUMBER: 191080109 BUSINESS ADDRESS: STREET 1: 10910 DOMAIN DRIVE STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512-777-3800 MAIL ADDRESS: STREET 1: 10910 DOMAIN DRIVE STREET 2: SUITE 300 CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Welsh, Carson, Anderson & Stowe XII, L.P. CENTRAL INDEX KEY: 0001626317 IRS NUMBER: 364777990 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 893-9500 MAIL ADDRESS: STREET 1: C/O WELSH, CARSON, ANDERSON & STOWE STREET 2: 320 PARK AVENUE, SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_090619-hanger.htm SCHEDULE 13D-A FOR HANGER, INC. BY WELSH, CARSON, ANDERSON & STOWE XII, L.P.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D

(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
 
(Amendment No. 1)
 
HANGER, INC.
(Name of Issuer)
 
Common Stock, $.01 par value
(Title of Class of Securities)
 
41043F208
(CUSIP Number)
 
 
Welsh, Carson, Anderson & Stowe
599 Lexington Avenue, Suite 1800
New York, New York  10022
Attention:  Jonathan M. Rather
Tel. (212) 893-9500
Othon Prounis, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York  10036
Tel. (212) 596-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
July 1, 2019
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  [   ]

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.







CUSIP No. 41043F208

1.
NAMES OF REPORTING PERSON
 
Welsh, Carson, Anderson & Stowe XII, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY):
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS

Not Applicable
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
2(d)  [   ]
2(e)  [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14.
TYPE OF REPORTING PERSON

PN





2

CUSIP No. 41043F208


1.
NAMES OF REPORTING PERSON
 
Welsh, Carson, Anderson & Stowe XII Delaware, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY):
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY

 
4.
SOURCE OF FUNDS

Not Applicable
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
2(d)  [   ]
2(e)  [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14.
TYPE OF REPORTING PERSON

PN



3


CUSIP No. 41043F208


1.
NAMES OF REPORTING PERSON
 
Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY):
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY

 
4.
SOURCE OF FUNDS

Not Applicable
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
2(d)  [   ]
2(e)  [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14.
TYPE OF REPORTING PERSON

PN



4

CUSIP No. 41043F208


1.
NAMES OF REPORTING PERSON
 
Welsh, Carson, Anderson & Stowe XII Cayman, L.P.
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY):
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY

 
4.
SOURCE OF FUNDS

Not Applicable
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
2(d)  [   ]
2(e)  [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14.
TYPE OF REPORTING PERSON

PN



5


CUSIP No. 41043F208


1.
NAMES OF REPORTING PERSON
 
WCAS XII Co-Investors LLC
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY):
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [X]
(b)  [   ]
3.
SEC USE ONLY

 
4.
SOURCE OF FUNDS

Not Applicable
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
2(d)  [   ]
2(e)  [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
-0-
8.
SHARED VOTING POWER
-0-
9.
SOLE DISPOSITIVE POWER
-0-
10.
SHARED DISPOSITIVE POWER
-0-
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14.
TYPE OF REPORTING PERSON

OO



6


CUSIP No. 41043F208

Amendment No. 1 to Schedule 13D (Final Amendment)

Reference is hereby made to the statement on Schedule 13D relating to the Common Stock of the Issuer filed with the Securities and Exchange Commission by the Reporting Persons on July 22, 2016 (the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended as follows:

Item 2.   Identity and Background.

Item 2 is hereby amended to state that the principal address of each entity and individual named in Item 2 is c/o Welsh, Carson, Anderson & Stowe, 599 Lexington Avenue, Suite 1800, New York, New York 10022.

Item 5.   Interest in Securities of the Issuer.
Item 5(a) is hereby amended to state that the information requested in this paragraph is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13D.

Item 5(c) is hereby amended to state that the Reporting Persons sold their respective holdings of Common Stock in two block trades as follows:

Transaction Date
Purchaser
Number of Shares
Price Per Share
07/01/2019
WCAS XII
1,211,322
$18.03
07/01/2019
WCAS XII Delaware
213,529
$18.03
07/01/2019
WCAS XII Delaware II
35,431
$18.03
07/01/2019
WCAS XII Cayman
221,004
$18.03
07/01/2019
Co-Investors
18,099
$18.03
       
08/08/2019
WCAS XII
498,960
$17.50
08/08/2019
WCAS XII Delaware
87,955
$17.50
08/08/2019
WCAS XII Delaware II
14,595
$17.50
08/08/2019
WCAS XII Cayman
91,035
$17.50
08/08/2019
Co-Investors
7,455
$17.50
 
Item 5(e) is hereby amended to state that the Reporting Persons ceased to beneficially own more than five percent of the Common Stock on July 1, 2019.




7


CUSIP No. 41043F208
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:  September 6, 2019

 
WELSH, CARSON, ANDERSON & STOWE XII, L.P.

  
 
/s/ David Mintz
  
 
Attorney-in-Fact


  
 
WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P.

  
 
/s/ David Mintz
  
 
Attorney-in-Fact


  
 
WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P.

  
 
/s/ David Mintz
  
 
Attorney-in-Fact


  
 
WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P.

  
 
/s/ David Mintz
  
 
Attorney-in-Fact


  
 
WCAS XII CO-INVESTORS LLC

  
 
/s/ David Mintz
  
 
Attorney-in-Fact
  






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