Hanger (HNGR) Form 4 HANGER / Gabrielle B. Adams 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^*

Adams Gabrielle B.

(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)
Vice President Accounting

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

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	03/08/2019		A(1)		4,567	A	$0	37,424	D
Common Stock	03/08/2019		A(2)		4,435	A	$0	41,859	D
Common Stock	03/08/2019		F(3)		684	D	$19.3	41,175	D
Common Stock	03/09/2019		F(3)		860	D	$19.3	40,315(4)(5)(7)(6)	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							(8)	05/19/2027	Common Stock	30,938		30,938	D
Performance Share Units	(9)							(9)	05/19/2020	Common Stock	12,375		12,375	D

Explanation of Responses:

1. Represents a grant of time-based restricted stock under the Company's 2016 Omnibus Incentive Plan ("Plan"), which vests to the extent of 25% annually beginning on the first anniversary date of the grant 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 4,567 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2019.

2. Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2018 and ending on December 31, 2018. These performance shares vest in equal tranches over a four year period, commencing on the first anniversary of the grant date.

3. Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously reported.

4. Includes (i) unvested restricted shares totaling 4,567 shares of stock from an initial grant of 4,567 shares of restricted stock that begins to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 4,054 shares of stock from an initial grant of 4,435 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 5,095 shares of stock from an initial grant of 5,574 shares of restricted stock that begins to vest on March 9, 2019; (iv) unvested restricted shares and fully vested shares totaling 7,266 shares of stock from an initial grant of 7,950 shares of restricted stock that begins to vest on March 8, 2018;[continued in next footnote]

5. (v) unvested restricted shares and fully vested shares totaling 3,000 shares of stock from an initial grant of 3,000 shares of restricted stock that begins to vest on October 11, 2017; (vi) unvested restricted shares and fully vested shares totaling 6,981 shares of stock from an initial grant of 7,750 shares of restricted stock that begins to vest on March 7, 2017; (vii) unvested restricted shares and fully vested shares which total 3,305 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; [continued in next footnote]

6. (viii) unvested restricted shares and fully vested shares which total 2,229 shares of stock from an initial grant of 2,229 shares of restricted stock made on September 8, 2015; and (ix) unvested restricted shares and fully vested shares which total 3,818 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015.

7. 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.

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

9. 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.

	Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams	03/12/2019
	** 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).
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