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
X	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* ARES CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/15/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.01	12/15/2010		S		2,000,000	D	$19.75	3,046,980(1)(2)	D(3)(4)

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

1. Name and Address of Reporting Person* ARES CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACOF MANAGEMENT LP (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACOF OPERATING MANAGER LP (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARES MANAGEMENT LLC (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARES PARTNERS MANAGEMENT CO LLC (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The amount reported includes 29,750 shares of restricted stock granted under the Issuer's 2003 Non-Employee Directors' Stock Incentive Plan (the "2003 Plan") and 8,500 shares of restricted stock granted under the Issuer's 2010 Omnibus Incentive Plan (together with the 2003 Plan, the "Plans") to Bennett Rosenthal. Shares of restricted stock granted under the Plans vest to the extent of one-third each year after issuance, subject to certain provisions of the Plans. (Continued in footnote 2)

2. These shares are held by Mr. Rosenthal for the benefit of Ares Management LLC ("Ares Management") and certain other Ares Entities (as defined in footnote 3 below). Mr. Rosenthal is associated with Ares Management and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, Mr. Rosenthal must hold this restricted stock as a nominee for the sole benefit of the Ares Entities and has assigned to Ares Management all economic, pecuniary and voting rights in respect of such restricted stock.

3. The amount reported is owned of record by the designated reporting person, Ares Corporate Opportunities Fund, L.P. ("ACOF"). The general partner of ACOF is ACOF Management, L.P. ("ACOF Management") and the general partner of ACOF Management is ACOF Operating Manager, L.P. ("ACOF Operating"). ACOF Operating is indirectly controlled by Ares Management which, in turn, is indirectly controlled by Ares Partners Management Company LLC ("Ares Partners," and collectively with ACOF, ACOF Management, ACOF Operating and Ares Management, the "Ares Entities"). Ares Partners is managed by an executive committee comprised of Messrs. Michael Arougheti, David Kaplan, Gregory Margolies, Antony Ressler and Bennett Rosenthal. (Continued in footnote 4)

4. Each of the members of the executive committee, the Ares Entities (other than ACOF, with respect to the shares owned by ACOF) and the partners, members and managers of the Ares Entities disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

	ARES CORPORATE OPPORTUNITIES FUND, L.P. By: ACOF OPERATING MANAGER, L.P., Its Manager By: /s/ Michael Weiner Authorized Signatory	12/17/2010
	ACOF MANAGEMENT, L.P. By: ACOF OPERATING MANAGER, L.P., Its General Partner By: /s/ Michael Weiner Authorized Signatory	12/17/2010
	ACOF OPERATING MANAGER, L.P. By: /s/ Michael Weiner Authorized Signatory	12/17/2010
	ARES MANAGEMENT LLC By: /s/ Michael Weiner Authorized Signatory	12/17/2010
	ARES PARTNERS MANAGEMENT COMPANY LLC By: /s/ Michael Weiner Authorized Signatory	12/17/2010
	** 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).
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