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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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)
10/03/2022

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	10/03/2022		G		10,597	D(1)	$0	723,149	D
Common Stock	10/03/2022		D		723,149	D(2)	$18.75	0	D
Common Stock	10/03/2022		D		206,845	D(3)	$18.75	0	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	10/03/2022		D			159,982	(4)	05/19/2027	Common Stock	159,982	$5.98	0	D

Explanation of Responses:

1. Gift to reporting person's donor advised charitable fund.

2. Represents shares of issuer's common stock and restricted stock units relating to such common stock that were disposed of in connection with the merger of Hero Merger Sub, Inc. with and into issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of July 21, 2022, by and among issuer, Hero Parent, Inc. and Hero Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the Merger, each issued and outstanding share of issuer's common stock (subject to certain exceptions described in the Merger Agreement) and each restricted stock unit were canceled and converted into the right to receive $18.75 in cash, except for certain shares of issuer's common stock (including 245,396 shares held by the reporting person) that were canceled and converted into equity interests in an affiliate of Hero Parent, Inc. with a value estimated to be $18.75 per share.

3. Represents performance-based restricted stock units that were disposed of in connection with the Merger. At the effective time of the Merger, the performance-based restricted stock units were canceled and converted into the right to receive an amount in cash equal to the number of shares of issuer's common stock earned under such performance-based restricted stock units (as provided in the Merger Agreement) (or the target number if performance had not yet been determined) multiplied by $18.75.

4. Represents stock options that were disposed of in connection with the Merger. At the effective time of the Merger, the stock options were canceled and converted into the right to receive an amount in cash equal to the product of (a) the total number of shares subject to the stock options multiplied by (b) the excess, if any, of $18.75 over the exercise price per share of such stock options.

	/s/ Jessica Lochmann Allen, Attorney-in-Fact for Vinit K. Asar	10/04/2022
	** 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.