Statement of Changes in Beneficial Ownership (4)
16 October 2019 - 10:05AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Adams Gabrielle B. |
2. Issuer Name and Ticker or Trading Symbol
HANGER, INC.
[
HGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President Accounting
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(Last)
(First)
(Middle)
10910 DOMAIN DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2019
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(Street)
AUSTIN, TX 78758
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/11/2019
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F(1)
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258
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D
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$19.22
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39865 (2)(3)(4)(5)
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$12.77
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(6)
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5/19/2027
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Common Stock
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30938
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30938
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D
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Performance Share Units
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(7)
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(7)
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5/19/2020
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Common Stock
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12375
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12375
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D
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Explanation of Responses:
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(1)
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Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously reported.
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(2)
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Includes (i) unvested restricted shares totaling 4,567 shares of stock from an initial grant of 4,567 shares of restricted stock that begins to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 4,054 shares of stock from an initial grant of 4,435 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 5,095 shares of stock from an initial grant of 5,574 shares of restricted stock that begins to vest on March 9, 2019; (iv) unvested restricted shares and fully vested shares totaling 7,266 shares of stock from an initial grant of 7,950 shares of restricted stock that begins to vest on March 8, 2018;[continued in next footnote]
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(3)
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(v) unvested restricted shares and fully vested shares totaling 2,742 shares of stock from an initial grant of 3,000 shares of restricted stock that begins to vest on October 11, 2017; (vi) unvested restricted shares and fully vested shares totaling 6,981 shares of stock from an initial grant of 7,750 shares of restricted stock that begins to vest on March 7, 2017; (vii) unvested restricted shares and fully vested shares which total 3,305 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; [continued in next footnote]
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(4)
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(viii) fully vested shares which total 2,037 shares of stock from an initial grant of 2,229 shares of restricted stock made on September 8, 2015; and (ix) fully vested shares which total 3,818 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015.
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(5)
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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.
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(6)
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Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
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(7)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Adams Gabrielle B. 10910 DOMAIN DRIVE, SUITE 300 AUSTIN, TX 78758
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Vice President Accounting
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Signatures
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Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams
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10/15/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 control number.
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