Hanger (HNGR) Form 4 HANGER / VINIT K ASAR 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^*

ASAR VINIT K

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2018

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	01/25/2018		A(1)		95,376	A	$0	379,351	D
Common Stock	01/25/2018		F(2)		11,818	D	$15.83	367,533(3)(4)(5)	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
Stock Options (right to buy)	$12.77							(6)	05/19/2027	Common Stock	159,982		159,982	D
Performance Share Units	(7)							(7)	05/19/2020	Common Stock	63,993		63,993	D

Explanation of Responses:

1. Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2015 and ending on December 31, 2015. These performance shares if earned vest in equal tranches over a four year period, commencing on the first anniversary of the grant date. Because the Compensation Committee did not certify the attainment of the performance targets until January 25, 2018, the first two tranches were not deemed vested until that date. The remainder of the performance shares will vest in equal installments in March 2018 and March 2019.

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

3. Includes (i) unvested restricted shares and fully vested shares totaling 83,558 shares of stock from an initial grant of 95,376 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 7, 2018 and 2019; (ii) unvested restricted shares totaling 60,000 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 55,897 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 7, 2017; (iv) unvested restricted shares and fully vested shares totaling 39,533 shares of stock from an initial grant of 42,390 shares of restricted stock made on March 6, 2015; (v) unvested restricted shares and fully vested shares totaling 15,515 shares of stock from an initial grant of 17,973 shares of restricted stock made on March 7, 2014; [continued in next footnote]

4. (vi) fully vested shares totaling 21,971 shares of stock from an initial grant of 29,292 shares of restricted stock and performance shares made on March 11, 2013; (vii) fully vested shares totaling 14,230 shares of stock from an initial grant of 17,250 shares of restricted stock and performance shares made on August 27, 2012; (viii) fully vested shares totaling 19,638 shares of stock from an initial grant of 27,600 shares of restricted stock and performance shares made on March 7, 2012; (ix) fully vested shares totaling 11,589 shares of stock from an initial grant of 15,923 shares of restricted stock and performance shares made on March 25, 2011; (x) fully vested shares totaling 16,600 shares of stock from an initial grant of 23,000 shares of restricted stock and performance shares made on March 30, 2010; [continued in next footnote]

5. and (xi) fully vested shares totaling 29,002 shares of stock from an initial grant of 42,680 shares of restricted stock and performance shares made on December 29, 2008. 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.

7. 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 Vinit K. Asar	01/29/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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