Hanger (HNGR) 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)
03/14/2016

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	03/14/2016		F(1)		553	D	$5.123	27,831(2)(3)	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

Explanation of Responses:

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

2. Includes (i) unvested restricted shares and fully vested shares totaling 5,840 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; (ii) unvested restricted shares and fully vested shares totaling 3,362 shares of stock from an initial grant of 3,661 shares of restricted stock made on March 7, 2014; (iii) unvested restricted shares and fully vested shares totaling 6,374 shares of stock from an initial grant of 8,075 shares of restricted stock and performance shares made on March 11, 2013; (iv) unvested restricted shares and fully vested shares which total 6,833 shares of stock from an initial grant of 13,800 shares of restricted stock and performance shares made on March 7, 2012; [continued in next footnote]

3. and (iv) 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. 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.

Remarks:

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

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Kenneth W. Wilson	03/15/2016
	** 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).
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