Wilson Kenneth W. Form 4 HANGER / Kenneth W. Wilson ownership change

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^*

Wilson Kenneth W.

(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. [ HGR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres./COO Southern Prosthetic*

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/08/2018		F(1)		670	D	$15.7	57,914	D
Common Stock	03/09/2018		A		10,351(2)	A	$0	68,265(3)(4)(5)	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							(6)	05/19/2027	Common Stock	54,834		54,834	D
Performance Share Units	(7)							(7)	05/19/2020	Common Stock	21,934		21,934	D

Explanation of Responses:

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

2. Represents a grant of time-based restricted stock under the Company's 2016 Omnibus Incentive Plan ("Plan"), which vests to the extent of 25% annually beginning on March 9, 2019 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 10,351 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2018.

3. Includes (i) unvested restricted shares totaling 10,351 shares of stock from an initial grant of 10,351 shares of restricted stock that begins to vest on March 9, 2019; (ii) unvested restricted shares and fully vested shares totaling 7,561 shares of stock from an initial grant of 9,539 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; (iii) unvested restricted shares which total 10,330 shares of stock from an initial grant of 11,000 shares of restricted stock that begins to vest on March 8, 2018; (iv) unvested restricted shares and fully vested shares totaling 4,658 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (v) unvested restricted shares and fully vested shares totaling 9,485 shares of stock from an initial grant of 11,000 shares of restricted stock that begins to vest on March 7, 2017; [continued in next footnote]

4. (vi) unvested restricted shares and fully vested shares totaling 4,947 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; (vii) fully vested shares totaling 2,839 shares of stock from an initial grant of 3,661 shares of restricted stock made on March 7, 2014; (viii) fully vested shares totaling 5,839 shares of stock from an initial grant of 8,075 shares of restricted stock and performance shares made on March 11, 2013; (ix) fully vested shares totaling 6,833 shares of stock from an initial grant of 13,800 shares of restricted stock and performance shares made on March 7, 2012 and (x) fully vested shares totaling 5,422 shares of stock from an initial grant of 15,000 shares of restricted stock made on September 19, 2011.

5. 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.

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

7. 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.

Remarks:

* President and Chief Operating Officer of Southern Prosthetic Supply, Inc.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Kenneth W. Wilson	03/12/2018
	** 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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