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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HANGER, INC. [ HNGR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/15/2022 | A | 6,880(1) | A | $0 | 138,898(2)(3)(4)(5)(6)(7) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2021 and ending on December 31, 2021. These performance shares vest in equal tranches over a four year period, commencing on the first anniversary of the grant date. |
| 2. Consists of (i) unvested restricted shares totaling 6,880 shares of stock from an initial grant of 6,880 shares of restricted stock that begins to vest on March 8, 2022; (ii) unvested restricted shares totaling 8,665 shares of stock from an initial grant of 8,665 shares of restricted stock that begins to vest on March 8, 2022 (iii) unvested restricted shares totaling 6,111 shares of stock from an initial grant of 6,778 shares of restricted stock that begins to vest on March 9, 2021 (iv) unvested restricted shares totaling 7,188 shares of stock from an initial grant of 7,973 shares of restricted stock that begins to vest on March 9, 2021; [continued in next footnote] |
| 3. (v) unvested restricted shares and fully vested shares totaling 6,190 shares of stock from an initial grant of 7,708 shares of restricted stock made on March 8, 2019;(vi) unvested restricted shares and fully vested shares totaling 7,336 shares of stock from an initial grant of 9,134 shares of restricted stock made on March 8, 2019; (vii) unvested restricted shares and fully vested shares totaling 6,293 shares of stock from an initial grant of 8,868 shares of restricted stock made on March 9, 2018; (viii) unvested restricted shares and fully vested shares totaling 6,813 shares of stock from an initial grant of 10,500 shares of restricted stock, the remainder of which vested on March 8, 2021; [continued in next footnote] |
| 4. (ix) unvested restricted shares and fully vested shares totaling 7,912 shares of stock from an initial grant of 11,147 shares of restricted stock made on March 9, 2018; (x) fully vested shares totaling 4,363 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; (xi) unvested restricted shares and fully vested shares totaling 6,489 shares of stock from an initial grant of 10,000 shares of restricted stock made on March 8, 2017; (xii) fully vested shares totaling 3,394 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (xiii) unvested restricted shares and fully vested shares totaling 4,980 shares of stock from an initial grant of 10,000 shares of restricted stock made on April 29, 2016; [continued in next footnote] |
| 5. (xiv) fully vested shares totaling 3,513 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015; (xv) fully vested shares totaling 2,432 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; (xvi) fully vested shares totaling 764 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014; (xvii) fully vested shares totaling 878 shares of stock from an initial grant of 3,246 shares of restricted stock and performance made on March 11, 2013; and [continued in next footnote] |
| 6. (xix) fully vested shares totaling 1,200 shares from an initial grant of 4,800 shares of restricted stock made on March 7, 2012. |
| 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. |
| /s/ Jessica Lochmann Allen, Attorney-in-Fact for Thomas E. Hartman | 02/16/2022 | |
| ** 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. | ||