Campbell James H Form 3 HANGER / James H Campbell ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Campbell James H

(Last) (First) (Middle)

10910 DOMAIN DRIVE, SUITE 300

(Street)

AUSTIN TX 78758

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2018

3. Issuer Name and Ticker or Trading Symbol
HANGER, INC. [ HNGR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Clinical Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,425(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(2)	05/19/2027	Common Stock	27,328	12.77	D
Performance Share Units	(3)	05/19/2020	Common Stock	10,931	(3)	D

Explanation of Responses:

1. Consists of (i) unvested restricted shares totaling 6,710 shares of stock from an initial grant of 6,710 shares of restricted stock that begins to vest on March 9, 2019; (ii) unvested restricted shares and fully vested shares totaling 6,508 shares of stock from an initial grant of 7,029 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 2,147 shares of stock from an initial grant of 3,000 shares of restricted stock that begins to vest on October 11, 2017; and (iv) unvested restricted shares and fully vested shares totaling 4,060 shares of stock from an initial grant of 6,008 shares of restricted stock that begins to vest on April 29,2017. 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.

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

3. 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.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for James H. Campbell	10/30/2018
	** 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 5 (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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