Statement of Changes in Beneficial Ownership (4)
21 February 2020 - 8:56AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Campbell James H |
2. Issuer Name and Ticker or Trading Symbol
HANGER, INC.
[
HNGR
]
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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) SVP, Chief Clinical Officer |
(Last)
(First)
(Middle)
10910 DOMAIN DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2020 |
(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 | 2/18/2020 | | A(1) | | 4405 | A | $0 | 24557 (2)(3)(4) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 5/19/2027 | Common Stock | 27328 | | 27328 | D | |
Performance Share Units | (6) | | | | | | | (6) | 5/19/2020 | Common Stock | 10931 | | 10931 | D | |
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, 2019 and ending on December 31, 2019. 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 4,405 shares of stock from an initial grant of 4,405 shares of restricted stock that begins to vest on March 8, 2020; (ii) unvested restricted shares totaling 5,220 shares of stock from an initial grant of 5,220 shares of restricted stock that begins to vest on March 8, 2020; (iii) unvested restricted shares and fully vested shares totaling 6,268 shares of stock from an initial grant of 6,710 shares of restricted stock made on March 9, 2018; (iv) unvested restricted shares and fully vested shares totaling 4,820 shares of stock from an initial grant of 7,029 shares of restricted stock made on March 8, 2017; [continued in next footnote] |
(3) | (v) unvested restricted shares and fully vested shares totaling 1,316 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; and (vi) unvested restricted shares and fully vested shares totaling 2,528 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. |
(6) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Campbell James H 10910 DOMAIN DRIVE, SUITE 300 AUSTIN, TX 78758 |
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| SVP, Chief Clinical Officer |
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Signatures
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/s/ Jessica Lochmann Allen, Attorney-in-Fact for James H. Campbell | | 2/20/2020 |
**Signature of Reporting Person | Date |
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