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*
Hartman Thomas E
(Last) (First) (Middle)
10910 DOMAIN DRIVE
SUITE 300
(Street)
AUSTIN TX 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)
03/09/2020
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)
Code V Amount (A) or (D) Price
Common Stock 03/09/2020 A(1) 7,973 A $0 83,296 D
Common Stock 03/09/2020 F(2) 4,659 D $21.95 78,637 D
Common Stock 03/09/2020 F(2) 1,970 D $20.55 76,667(3)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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. Represents a grant of time-based restricted stock under the Company's 2019 Omnibus Incentive Plan ("Plan"), which vests to the extent of 25% annually beginning on the first anniversary date of the grant and cumulatively vests to the extent of 25% each year thereafter. The restricted stock being reported does not include the contingent right of the reporting person to receive up to 7,973 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2020.
2. Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
3. Consists of (i) unvested restricted shares totaling 7,973 shares of stock from an initial grant of 7,973 shares of restricted stock that begins to vest on March 9, 2021 (ii) unvested restricted shares and fully vested shares totaling 6,949 shares of stock from an initial grant of 7,708 shares of restricted stock made on March 8, 2019 (iii) unvested restricted shares and fully vested shares totaling 8,235 shares of stock from an initial grant of 9,134 shares of restricted stock made on March 8, 2019; (iv) unvested restricted shares and fully vested shares totaling 7,166 shares of stock from an initial grant of 8,868 shares of restricted stock made on March 9, 2018; (v) unvested restricted shares and fully vested shares totaling 7,846 shares of stock from an initial grant of 10,500 shares of restricted stock, the remainder of which will vest on March 8, 2020 and 2021; [continued in next footnote]
4. (vi) unvested restricted shares and fully vested shares totaling 9,009 shares of stock from an initial grant of 11,147 shares of restricted stock made on March 9, 2018; (vii) fully vested shares totaling 4,363 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; (viii) unvested restricted shares and fully vested shares totaling 7,473 shares of stock from an initial grant of 10,000 shares of restricted stock made on March 8, 2017; (ix) unvested restricted shares and fully vested shares totaling 3,886 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; [continued in next footnote]
5. (x) unvested restricted shares and fully vested shares totaling 4,980 shares of stock from an initial grant of 10,000 shares of restricted stock made on April 29, 2016; (xi) fully vested shares totaling 3,513 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015; (xii) fully vested shares totaling 2,432 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; (xiii) fully vested shares totaling 764 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014; (xiv) 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; [continued in next footnote]
6. and (xv) 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 03/11/2020
** 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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