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^*

Kiraly 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)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2020

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)
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	05/19/2020		A⁽¹⁾		58,030	A	$0	284,212	D
Common Stock	05/19/2020		F⁽²⁾		22,835	D	$17.12	261,377⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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							⁽⁷⁾	05/19/2027	Common Stock	62,778		31,389	D

Explanation of Responses:

1. Shares received pursuant to the Company's Special Equity Plan as a result of the vesting of PSUs awarded in 2017 due to the achievement of predetermined levels of absolute common stock price compounded annual growth period over the three-year performance period.

2. Reflects payment of tax liability by withholding shares of stock incident to vesting of performance shares.

3. Includes (i) unvested restricted shares totaling 17,085 shares of stock from an initial grant of 17,085 shares of restricted stock made on March 9, 2020; (ii) unvested restricted shares and fully vested shares totaling 14,592 shares of stock from an initial grant of 16,185 shares of restricted stock made on March 8, 2019; (iii) unvested restricted shares and fully vested shares totaling 17,294 shares of stock from an initial grant of 19,181 shares of restricted stock made on March 8, 2019; (iv) unvested restricted shares and fully vested shares totaling 14,957 shares of stock from an initial grant of 18,622 shares of restricted stock made on March 9, 2018; (v) unvested restricted shares and fully vested shares totaling 19,486 shares of stock from an initial grant of 26,250 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 18,802 shares of stock from an initial grant of 23,408 shares of restricted stock made on March 8, 2018; (vii) fully vested shares totaling 16,887 shares of stock from an initial grant of 23,844 shares of restricted stock made on March 6, 2015; (viii) unvested restricted shares and fully vested shares totaling 18,558 shares of stock from an initial grant of 25,000 shares of restricted stock made on March 8, 2017; (ix) unvested restricted shares and fully vested shares totaling 3,674 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (x) unvested restricted shares and fully vested shares totaling 16,886 shares of stock from an initial grant of 25,000 shares of restricted stock April 29, 2016; [continued in next footnote]

5. (xi) fully vested shares totaling 12,037 shares of stock from an initial grant of 15,896 shares of restricted stock made on March 6, 2015 and (xii) fully vested shares totaling 38,075 shares of stock from an initial grant of 49,660 shares of restricted stock made on October 1, 2014.

6. 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.

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

	Jessica Lochmann Allen, Attorney-in-Fact for Thomas E. Kiraly	05/21/2020
	** Signature of Reporting Person	Date
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* 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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