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. [ HGR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2021 | ||||||||||||||||||||||||||
| 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 | 04/30/2021 | M(1) | 20,938 | A | $12.77 | 80,961 | D | |||
| Common Stock | 04/30/2021 | S(1) | 20,938 | D | $25.0257(2) | 60,023(3)(4)(5)(6)(7) | 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 | 04/30/2021 | M(1) | 20,938 | (8) | 05/19/2027 | Common Stock | 20,938 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The transaction by Ms. Adams was effected automatically upon the satisfaction of certain timing, trading price and other conditions under a trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. Ms. Adams entered into this trading plan on March 8, 2021 and additional periodic sales may occur under this plan through the end of 2021 if the conditions of the plan are met. |
| 2. These shares were sold at a range of sale prices from $25.00 to $25.10. The reporting person will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. Includes (i) unvested restricted shares totaling 4,227 shares of stock from an initial grant of 4,227 shares of restricted stock that begins to vest on March 8, 2022;(ii) unvested restricted shares totaling 3,230 shares of stock from an initial grant of 3,583 shares of restricted stock that begins to vest on March 9, 2021; (iii) unvested restricted shares totaling 3,800 shares of stock from an initial grant of 4,215 shares of restricted stock that begins to vest on March 9, 2021; (iv) unvested restricted shares and fully vested shares totaling 3,095 shares of stock from an initial grant of 3,854 shares of restricted stock made on March 8, 2019; (v) unvested restricted shares and fully vested shares totaling 3,668 shares of stock from an initial grant of 4,567 shares of restricted stock made on March 8, 2019; [continued in next footnote] |
| 4. (vi) unvested restricted shares and fully vested shares totaling 3,180 shares of stock from an initial grant of 4,435 shares of restricted stock made on March 8, 2019; (vii) unvested restricted shares and fully vested shares totaling 3,997 shares of stock from an initial grant of 5,574 shares of restricted stock made on March 9, 2018; (viii) unvested restricted shares and fully vested shares totaling 5,710 shares of stock from an initial grant of 7,950 shares of restricted stock made on March 8, 2017; [continued in next footnote] |
| 5. (ix) fully vested shares totaling 2,446 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; (x) unvested restricted shares and fully vested shares totaling 6,233 shares of stock from an initial grant of 7,750 shares of restricted stock made on April 29, 2016; (xi) fully vested shares which total 3,020 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; [continued in next footnote] |
| 6. (xii) fully vested shares which total 2,037 shares of stock from an initial grant of 2,229 shares of restricted stock made on September 8, 2015; and (xiii) fully vested shares which total 3,818 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015. |
| 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. |
| Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams | 05/04/2021 | |
| ** 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. | ||