Hanger (HNGR) Form 4 HANGER / James H Campbell 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^*

Campbell James H

(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)
SVP, Chief Clinical Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2021

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	03/09/2021		F(1)		1,302	D	$23.46	43,199(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
Stock Options (right to buy)	$12.77							(5)	05/19/2027	Common Stock	27,328		27,328	D

Explanation of Responses:

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

2. Consists of (i) unvested restricted shares totaling 4,650 shares of stock from an initial grant of 4,650 shares of restricted stock that begins to vest on March 8, 2022; (ii) unvested restricted shares totaling 3,540 shares of stock from an initial grant of 3,873 shares of restricted stock that begins to vest on March 9, 2021; (iii) unvested restricted shares totaling 4,164 shares of stock from an initial grant of 4,556 shares of restricted stock that begins to vest on March 9, 2021; (iv) unvested restricted shares and fully vested shares totaling 3,647 shares of stock from an initial grant of 4,405 shares of restricted stock made on March 8, 2019; [continued in next footnote]

3. (v) unvested restricted shares and fully vested shares totaling 4,322 shares of stock from an initial grant of 5,220 shares of restricted stock made on March 8, 2019; (vi) unvested restricted shares and fully vested shares totaling 5,114 shares of stock from an initial grant of 6,710 shares of restricted stock made on March 9, 2018; (vii) unvested restricted shares and fully vested shares totaling 3,623 shares of stock from an initial grant of 7,029 shares of restricted stock made on March 8, 2017; (viii) fully vested shares totaling 1,058 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; and (ix) unvested restricted shares and fully vested shares totaling 2,025 shares of stock from an initial grant of 6,008 shares of restricted stock made on April 29, 2016.

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.

5. 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 James H. Campbell	03/11/2021
	** 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).
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