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. [ HNGR ]

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)
03/08/2021

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	03/08/2021		A(1)		55,791	A	$0	853,253	D
Common Stock	03/08/2021		F(2)		28,230	D	$23.99	825,023(3)(4)(5)(6)(7)(8)	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							(9)	05/19/2027	Common Stock	159,982		159,982	D

Explanation of Responses:

1. Represents a grant of time-based restricted stock under the Company's 2019 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 83,686 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2021.

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 totaling 55,791 shares of stock from an initial grant of 55,791 shares of restricted stock which begins to vest on March, 8, 2022; (ii) unvested restricted shares totaling 69,705 shares of stock from an initial grant of 69,705 shares of restricted stock which begins to vest on March 9, 2021; (iii) unvested restricted shares totaling 54,670 shares of stock from an initial grant of 54,670 shares of restricted stock which begins to vest on March 9, 2021; (iv) unvested restricted shares and fully vested shares totaling 59,429 shares of stock from an initial grant of 73,987 shares of restricted stock made on March 8, 2019; [continued in next footnote]

4. (v) unvested restricted shares and fully vested shares totaling 46,954 shares of stock from an initial grant of 58,456 shares of restricted stock made on March 8, 2019; (vi) unvested restricted shares and fully vested shares totaling 64,712 shares of stock from an initial grant of 80,564 shares of restricted stock made on March 9, 2018; (vii) unvested restricted shares and fully vested shares totaling 57,312 shares of stock from an initial grant of 94,500 shares of restricted stock, 25% of which vested on May 17, 2018 and the remainder of which vested on March 8, 2019, 2020 and 2021 (viii) unvested restricted shares and fully vested shares totaling 38,188 shares of stock from an initial grant of 60,000 shares of restricted stock made on April 29, 2016; [continued in next footnote]

5. (ix) unvested restricted shares and fully vested shares totaling 54,232 shares of stock from an initial grant of 67,516 shares of restricted stock made on March 9, 2018; (x) fully vested shares totaling 65,566 shares of stock from an initial grant of 95,376 shares of restricted stock made on March 6, 2015; (xi) unvested restricted shares and fully vested shares totaling 36,388 shares of stock from an initial grant of 60,000 shares of restricted stock made on March 8, 2017 (xii) fully vested shares totaling 32,807 shares of stock from an initial grant of 42,390 shares of restricted stock made on March 6, 2015; [continued in next footnote]

6. (xiii) fully vested shares totaling 13,746 shares of stock from an initial grant of 17,973 shares of restricted stock made on March 7, 2014; (xiv) 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; (xv) 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; (xvi) 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; [continued in next footnote]

7. (xvii) 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; (xviii) 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; and (xiv) 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.

8. 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.

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

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Vinit K. Asar	03/10/2021
	** 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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