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^*

Wendt Jay C

(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)
	President, Products & Services

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2019

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	11/18/2019		M		19,825	A	$12.77	55,077⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock	11/18/2019		S		4,825	D	$23.8718⁽¹⁾	50,252⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock	11/18/2019		S		5,000	D	$23.9182⁽²⁾	45,252⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock	11/18/2019		S		5,000	D	$23.9537⁽³⁾	40,252⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock	11/18/2019		S		5,000	D	$24	35,252⁽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	11/18/2019		M			19,825	⁽⁸⁾	05/19/2027	Common Stock	19,825	$0	9,913	D
Performance Share Units	⁽⁹⁾							⁽⁹⁾	05/19/2020	Common Stock	11,895		11,895	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $23.8501 to $23.95. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $23.88 to $23.995 The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

3. The price in Column 4 is a weighted average price. The prices actually received ranged from $23.86 to $23.9996. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

4. Includes (i) unvested restricted shares totaling 5,220 shares of stock from an initial grant of 5,220 shares of restricted stock which begin to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 2,867 shares of stock from an initial grant of 3,163 shares of restricted stock which begins to vest on March 9, 2019; (iii) unvested and vested restricted shares totaling 3,604 shares of stock from an initial grant of 3,975 shares of restricted stock made on March 9, 2018; (iv) unvested restricted shares and fully vested shares totaling 5,804 shares of stock from an initial grant of 7,688 shares of restricted stock and performance shares made on March 8, 2017 (v) unvested restricted shares and fully vested shares totaling 2,300 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; [continued in next footnote]

5. (vi) unvested restricted shares and fully vested shares totaling 2,077 shares of stock from an initial grant of 3,700 shares of restricted stock made on April 29, 2016; (vii) fully vested shares totaling 2,350 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; (viii) fully vested shares totaling 5,912 shares of stock from an initial grant of 8,480 shares of restricted stock and performance shares made on March 6, 2015; (ix) fully vested shares totaling 1,052 shares of stock from an initial grant of 1,997 shares of restricted stock made on March 7, 2014; [continued in next footnote]

6. (x) fully vested shares totaling 2,416 shares of stock from an initial grant of 3,958 shares of restricted stock and performance shares made on March 11, 2013 and (xi) fully vested shares totaling 1,650 shares of stock from an initial grant of 6,600 shares of restricted stock and performance shares 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 Jay C. Wendt	11/18/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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