| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HANGER ORTHOPEDIC GROUP INC [ HGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/25/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/07/2010 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/07/2010 | A | 7,480(1) | A | $0 | 161,080 | D | |||
| Common Stock | 07/07/2010 | A | 1,565(2) | A | $17.99 | 162,645(3)(4) | D | |||
| Common Stock | 1,100 | I | IRA | |||||||
| Common Stock | 1,100 | I | Spouse's IRA | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Option to Buy | $14.23 | 05/30/2003(5) | 05/29/2012 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Option to Buy | $13.8 | 08/01/2004(5) | 07/31/2013 | Common Stock | 90,000 | 90,000 | D | ||||||||
| Explanation of Responses: |
| 1. Consists of restricted stock units granted under the Company's 2010 Omnibus Incentive Plan (the "Plan"), which vest to the extent of one-third on July 7, 2011 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, the Reporting Person elected to receive restricted shares in the form of restricted stock units, which units shall be distributed to the Reporting Person in the form of whole shares of common stock on or about January 15th of the year following the calendar year in which the Reporting Person terminates service on the Board of Directors. |
| 2. Consists of restricted stock units which the Reporting Person elected to receive in lieu of the annual director fee payable to the Reporting Person. |
| 3. This Amended Form 4 is filed solely for the purpose of correcting an erroneous report on the Form 4 filed for the Reporting Person on July 7, 2010 ("Original Form 4"). The Original Form 4 erroneously reported that the Reporting Person was awarded 1,614 shares of restricted stock which the Reporting Person elected to receive in lieu of the annual director fee payable to the Reporting Person. Instead, the Reporting Person was awarded 1,565 shares of restricted stock which the Reporting Person elected to receive in lieu of the annual director fee payable to the Reporting Person. This Amended Form 4 replaces the Original Form 4 in its entirety. |
| 4. As a result of the error corrected by this Amended Form 4, the total amount of securities beneficially owned following the reported transaction(s) reported in Table I of each of those Forms 4 filed by the Reporting Person subsequent to July 7, 2010 and prior to the date hereof exceeds the total amount of securities actually beneficially owned by the Reporting Person by a total of 49 shares of stock. |
| 5. This option was fully vested on June 23, 2005. |
| Remarks: |
| /s/ Teri L. Champ, Attorney-in-Fact for Ivan R. Sabel | 03/29/2010 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||