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) 05/27/2021 | ||||||||||||||||||||||||||
| 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 | 05/27/2021 | M | 47,494 | A | $12.77 | 136,063 | D | |||
| Common Stock | 05/27/2021 | F(1) | 32,702 | D | $25.51 | 103,361(2)(3)(4)(5) | 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 | 05/27/2021 | M | 47,494 | (6) | 05/19/2027 | Common Stock | 47,494 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Reflects shares withheld for payment of option cost and taxes. |
| 2. Includes (i) unvested restricted shares totaling 5,812 shares of stock from an initial grant of 5,812 shares of restricted stock that begins to vest on March 8, 2022; (ii) unvested restricted shares totaling 4,828 shares of stock from an initial grant of 5,326 shares of restricted stock that begins to vest on March 9, 2021; (iii) unvested restricted shares totaling 5,680 shares of stock from an initial grant of 6,265 shares of restricted stock that begins to vest on March 9, 2021; (iv) unvested restricted shares and fully vested shares totaling 4,894 shares of stock from an initial grant of 6,056 shares of restricted stock made on March 8, 2019; [continued in next footnote] |
| 3. (v) unvested restricted shares and fully vested shares totaling 3,989 shares of stock from an initial grant of 5,583 shares of restricted stock made on March 9, 2018; (vi) unvested restricted shares and fully vested shares totaling 5,800 shares of stock from an initial grant of 7,177 shares of restricted stock made on March 8, 2019; (vii) unvested restricted shares and fully vested shares totaling 5,491 shares of stock from an initial grant of 8,400 shares of restricted stock, the remainder of which vested on March 8, 2021; (viii) unvested restricted shares and fully vested shares totaling 5,014 shares of stock from an initial grant of 7,017 shares of restricted stock made on March 9, 2018; (ix) unvested restricted shares and fully vested shares totaling 5,126 shares of stock from an initial grant of 8,000 shares of restricted stock made on March 8, 2017; [continued in next footnote] |
| 4. (x) fully vested shares totaling 3,394 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (xi) unvested restricted shares and fully vested shares totaling 4,793 shares of stock from an initial grant of 7,500 shares of restricted stock made on April 29, 2016; and (xii) fully vested shares totaling 15,997 shares of stock from an initial grant of 20,582 shares of restricted stock made on August 3, 2015. |
| 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. |
| Remarks: |
| * Executive Vice President, Corporate Services and Chief Information Officer |
| /s/ Jessica Lochmann Allen, Attorney-in-Fact for Scott Ranson | 06/02/2021 | |
| ** 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. | ||