Hanger (HNGR) Form 4 HANGER / REBECCA HAST 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^*

HAST REBECCA

(Last) (First) (Middle)

1375 PICCARD DRIVE

SUITE 300

(Street)

ROCKVILLE MD 20850

(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, Strategic Initiatives

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2018

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	03/06/2018		F(1)		764	D	$15.55	44,485	D
Common Stock	03/07/2018		F(1)		824	D	$15.695	43,661(2)(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. Includes (i) unvested restricted shares and fully vested shares totaling 3,391 shares of stock from an initial grant of 4,770 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 6, 2018 and 2019; (ii) unvested restricted shares which total 7,500 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 4,546 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (iv) unvested restricted shares and fully vested shares totaling 6,112 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 2,211 shares of stock from an initial grant of 3,180 shares of restricted stock made on March 6, 2015; [continued in next footnote]

3. (vi) fully vested shares totaling 1,635 shares of stock from an initial grant of 2,663 shares of restricted stock made on March 7, 2014; (vii) fully vested shares totaling 1,910 shares of stock from an initial grant of 3,800 shares of restricted stock and performance shares made on March 11, 2013; (viii) fully vested shares totaling 1,559 shares of stock from an initial grant of 5,200 shares of restricted stock made on March 7, 2012; (ix) fully vested shares totaling 2,181 shares of stock from an initial grant of 5,200 shares of restricted stock made on March 25, 2011; (x) fully vested shares totaling 3,020 shares of stock from an initial grant of 7,500 shares of restricted stock made on March 30, 2010 and (xi) fully vested shares from previous awards of restricted stock to the reporting person.

4. 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 Rebecca Hast	03/08/2018
	** 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 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.