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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HANGER, INC. [ HNGR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/08/2021 | A(1) | 17,435 | A | $0 | 292,843 | D | |||
| Common Stock | 03/08/2021 | F(2) | 8,523 | D | $23.99 | 284,320(3)(4)(5)(6) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (7) | 05/19/2027 | Common Stock | 62,778 | 31,389 | 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 17,435 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2021. |
| 2. Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued. |
| 3. Includes (i) unvested restricted shares totaling 17,435 shares of stock from an initial grant of 17,435 shares of restricted stock which begins to vest on March 8, 2022 (ii) unvested restricted shares totaling 14,523 shares of stock from an initial grant of 14,523 shares of restricted stock which begins to vest on March 9, 2021 (iii) 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; (iv) unvested restricted shares and fully vested shares totaling 12,999 shares of stock from an initial grant of 16,185 shares of restricted stock made on March 8, 2019; [continued in next footnote] |
| 4. (v) unvested restricted shares and fully vested shares totaling 15,407 shares of stock from an initial grant of 19,181 shares of restricted stock made on March 8, 2019; (vi) 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; (vii) unvested restricted shares and fully vested shares totaling 16,903 shares of stock from an initial grant of 26,250 shares of restricted stock, the remainder of which vested on March 8, 2021; (viii) 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; (ix) 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; [continued in next footnote] |
| 5. (x) unvested restricted shares and fully vested shares totaling 16,098 shares of stock from an initial grant of 25,000 shares of restricted stock made on March 8, 2017; (xi) fully vested shares totaling 3,182 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (xii) 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; (xiii) 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 (xiv) 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 | 03/10/2021 | |
| ** 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. | ||