SEC FORM 4

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^*

TAYLOR RICHMOND L

(Last)

(First)

(Middle)

TWO BETHESDA METRO CENTER, SUITE 1200

(Street)

BETHESDA

20814

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2007		S		2,005	D	$11.1	55,495⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$13.8							08/01/2003⁽²⁾	08/01/2013	Common Stock	25,000		25,000	D
Option to Buy	$14.1875							07/01/2000⁽³⁾	07/01/2009	Common Stock	150,000		150,000	D
Option to Buy	$4.625							02/04/2001⁽³⁾	02/04/2010	Common Stock	46,667		46,667	D
Option to Buy	$14.05							05/30/2003⁽²⁾	05/30/2012	Common Stock	46,666		46,666	D
Option to Buy	$1.64							05/31/2002⁽³⁾	05/31/2011	Common Stock	23,333		23,333	D

Explanation of Responses:

1. Includes 2,500 shares of restricted common stock remaining from an initial grant of 10,000 shares of restricted common stock, of which 25% vested on each of August 1, 2004, 2005 and 2006, and which cumulatively vests to the extent of 25% each year thereafter, 12,995 shares of restricted common stock remaining from an initial grant of 20,000 shares of restricted common stock, which shares vested to the extent of 25% on each of 3/4/06 and 3/4/07 and which cumulatively vests to the extent of 25% each year thereafter, and 40,000 shares of restricted common stock, of which 25% vest on 6/12/07 and which cumulatively vest to the extent of 25% each year thereafter.

2. This option was fully vested on June 23, 2005.

3. This option becomes exercisable to the extent of 25% of the shares underlying the option on the above date and is cumulatively exercisable to the extent of 25% of the shares underlying the option at the end of each year thereafter.

	/s/ Arthur H. Bill, Attorney-in-Fact	03/08/2007
	** 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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