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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hartman Thomas E

(Last)

(First)

(Middle)

10910 DOMAIN DRIVE

SUITE 300

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANGER, INC. [ HNGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2018

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	11/12/2018		F⁽¹⁾		302	D	$20.03	62,408	D
Common Stock	11/12/2018		S		2,200	D	$20.2632⁽²⁾	60,208	D
Common Stock	11/13/2018		S		3,800	D	$19.6732⁽³⁾	56,408⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	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)
Stock Options (right to buy)	$12.77							⁽⁸⁾	05/19/2027	Common Stock	70,818		70,818	D
Performance Share Units	⁽⁹⁾							⁽⁹⁾	05/19/2020	Common Stock	28,327		28,327	D

Explanation of Responses:

1. Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.

2. These shares were sold at a range of sale prices from $20.00 to $20.5365. 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. These shares were sold at a range of sale prices from $19.50 to $19.95. 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.

4. Consists of (i) unvested restricted shares and fully vested shares totaling 9,860 shares of stock from an initial grant of 10,500 shares of restricted stock, 25% of which vested on May 17, 2018 and the remainder of which will vest on March 8, 2019, 2020 and 2021; (ii) unvested restricted shares totaling 11,147 shares of stock from an initial grant of 11,147 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 5,042 shares of stock from an initial grant of 6,359 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 6, 2018 and 2019; (iv) unvested restricted shares and fully vested shares totaling 9,391 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 8, 2018; [continued in next footnote]

5. (v) unvested restricted shares and fully vested shares totaling 4,353 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (vi) unvested restricted shares and fully vested shares totaling 6,911 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 7, 2017; (vii) unvested restricted shares and fully vested shares totaling 3,977 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015; (viii) unvested restricted shares and fully vested shares totaling 2,885 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; [continued in next footnote]

6. (ix) fully vested shares totaling 764 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014 (x) fully vested shares totaling 878 shares of stock from an initial grant of 3,246 shares of restricted stock and performance made on March 11, 2013; and (xi) fully vested shares totaling 1,200 shares from an initial grant of 4,800 shares of restricted stock made on March 7, 2012.

7. Except as otherwise noted, 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.

8. Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.

9. Performance share units ("PSUs") were granted under the Company's Special Equity Plan. Each PSU represents a contingent right to receive one share of common stock if predetermined levels of absolute common stock price compounded annual growth rate are achieved over a three-year performance period ending on the third anniversary of the grant date. The number of PSUs shown in the table represents the maximum number that could be earned; the target number is one-half the maximum number.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Thomas E. Hartman	11/14/2018
	** 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.