Hanger (HNGR) Form 4 HANGER / Samuel M. Liang 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^*

Liang Samuel M.

(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. [ HNGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President*

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2020

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	03/09/2020		F(1)		9,826	D	$21.95	161,814	D
Common Stock	03/09/2020		F(1)		3,658	D	$20.55	158,156(2)(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	72,231		72,231	D
Performance Share Units	(7)							(7)	05/19/2020	Common Stock	28,892		28,892	D

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 12,906 shares of stock from an initial grant of 14,314 shares of restricted stock made on March 8, 2019; (ii) unvested restricted shares and fully vested shares totaling 15,294 shares of stock from an initial grant of 16,963 shares of restricted stock made on March 8, 2019; (iii) unvested restricted shares and fully vested shares totaling 13,226 shares of stock from an initial grant of 16,468 shares of restricted stock made on March 9, 2018; (iv) unvested restricted shares and fully vested shares totaling 17,536 shares of stock from an initial grant of 23,625 shares of restricted stock, the remainder of which will vest on March 8, 2020 and 2021; [continued in next footnote]

3. (v) unvested restricted shares and fully vested shares totaling 16,627 shares of stock from an initial grant of 20,701 shares of restricted stock made on March 9, 2018; (vi) fully vested shares totaling 18,652 shares of stock from an initial grant of 20,666 shares of restricted stock made on March 6, 2015; (vii) unvested restricted shares and fully vested shares totaling 16,702 shares of stock from an initial grant of 22,500 shares of restricted stock made on March 8, 2017; [continued in next footnote]

4. (viii) unvested restricted shares and fully vested shares totaling 4,203 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (ix) unvested restricted shares and fully vested shares totaling 18,076 shares of stock from an initial grant of 22,500 shares of restricted stock made on April 29, 2016; (x) fully vested shares totaling 12,318 shares of stock from an initial grant of 13,777 shares of restricted stock made on March 6, 2015 and (xi) fully vested shares totaling 12,616 shares of stock from an initial grant of 14,745 shares of restricted stock made on May 19, 2014.

5. 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.

Remarks:

* The reporting person is Executive Vice President of Hanger, Inc. and President and Chief Operating Officer of Hanger Prosthetics & Orthotics, Inc.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Samuel M. Liang	03/11/2020
	** 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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