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^*

KIRK THOMAS F

(Last)

(First)

(Middle)

2616 LIGHTHOUSE BEND DR

(Street)

PONTE VEDRA BEACH

32082

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2011

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	12/12/2011		M		350,000	A	$6.02	737,145	D
Common Stock	12/12/2011		F		127,158	D	$16.57	609,987	D
Common Stock	12/13/2011		S		81,876⁽¹⁾	D	$16.4886⁽²⁾	528,111⁽³⁾⁽⁴⁾	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	$6.02	12/12/2011		M			350,000	01/02/2003⁽⁵⁾	01/02/2012	Common Stock	350,000	$0	0	D
Option to Buy	$13.5							01/02/2004⁽⁵⁾	01/02/2013	Common Stock	100,000		100,000	D
Option to Buy	$15.67							01/02/2005⁽⁵⁾	01/02/2014	Common Stock	100,000		100,000	D
Option to Buy	$8.08							01/03/2006⁽⁵⁾	01/03/2015	Common Stock	100,000		100,000	D

Explanation of Responses:

1. The shares of common stock were sold to cover taxes incurred as a result of the exercise of stock options.

2. These shares were sold at a range of sale prices from $16.31 to $16.69. The reporting person will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Includes (i) unvested restricted shares which total 20,000 shares of stock from an initial grant of 20,000 shares of restricted stock made on March 25, 2011, (ii) unvested restricted shares and fully vested shares which total 103,700 shares of stock from an initial grant of 115,000 shares of restricted stock and performance shares made on March 30, 2010, (iii) unvested restricted shares and fully vested shares that total 76,234 shares of stock from an initial grant of 107,730 shares of restricted stock and performance shares made on November 13, 2008, (iv) fully vested shares that total 75,036 shares of stock from an initial grant of 120,000 shares of restricted stock and performance shares made on August 9, 2007, and (v) fully vested shares that total 98,175 shares of stock from an initial grant of 110,000 shares of restricted stock made on June 12, 2006.

4. All remaining unvested restricted shares will continue to vest at a rate of 25% per year of the original grant amount on the anniversary date of the grant.

5. This option vested over a four-year period from the date of grant and is now fully vested.

Remarks:

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Thomas F. Kirk	12/14/2011
	** 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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