Hanger (HNGR) Form 4 HANGER / Andrew C. Morton 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^*

Morton Andrew C.

(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)
SVP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017

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	03/07/2017		F(1)		347	D	$13.87	38,033	D
Common Stock	03/08/2017		F(1)		822	D	$13.77	37,211	D
Common Stock	03/08/2017		A		8,000(2)	A	$0	45,211(3)(4)	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. Represents a grant of time-based restricted stock under the Company's 2016 Omnibus Incentive Plan (the "Plan"), which vests to the extent of 25% annually beginning on March 8, 2018 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 8,000 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2017.

3. Includes (i) unvested restricted shares which total 8,000 shares of stock from an initial grant of 8,000 shares of restricted stock that begins to vest on March 8, 2018; (ii) unvested restricted shares which total 5,000 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (iii) unvested restricted shares and fully vested shares totaling 7,347 shares of stock from an initial grant of 8,000 shares of restricted stock that begins to vest on March 7, 2017; (iv) unvested restricted shares and fully vested shares totaling 4,619 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015; (v) unvested restricted shares and fully vested shares totaling 3,546 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; [continued in next footnote]

4. (vi) unvested restricted shares and fully vested shares totaling 1,557 shares of stock from an initial grant of 2,064 shares of restricted stock made on March 7, 2014;(vii) unvested restricted shares and fully vested shares totaling 2,987 shares of stock from an initial grant of 3,958 shares of restricted stock and performance shares made on March 11, 2013; (viii) fully vested shares totaling 2,930 shares of stock from an initial grant of 5,000 shares of restricted stock made on March 7, 2012; (ix) fully vested shares totaling 3,060 shares of stock from an initial grant of 4,900 shares of restricted stock made on March 25, 2011; and (x) fully vested shares totaling 6,165 shares of stock from an initial grant of 12,000 shares of restricted stock made on June 21, 2010. 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.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Andrew C. Morton	03/09/2017
	** 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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