Sec Form 4 Filing - MCHENRY GEORGE E JR @ HANGER, INC. - 2014-03-13

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCHENRY GEORGE E JR
2. Issuer Name and Ticker or Trading Symbol
HANGER, INC. [ HGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President, CFO
(Last) (First) (Middle)
10910 DOMAIN DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
03/13/2014
(Street)
AUSTIN, TX78758
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/13/2014 S( 1 ) 948 D $ 34.0747 ( 2 ) 74,371 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCHENRY GEORGE E JR
10910 DOMAIN DRIVE
SUITE 300
AUSTIN, TX78758
Executive Vice President, CFO
Signatures
/s/ Jessica Lochmann Allen, Attorney-in-Fact for George E. McHenry, Jr. 03/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2 )These shares were sold at a range of sale prices from $34.00 to $34.16. The reporting person will provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )Includes (i) unvested restricted shares totaling 7,719 shares of stock from an initial grant of 10,292 shares of restricted stock and performance shares made on March 11, 2013; (ii) unvested restricted shares and fully vested shares totaling 8,180 shares from an initial grant of 9,200 shares of restricted stock and performance shares made on August 14, 2012, (iii) unvested restricted shares and fully vested shares totaling 5,781 shares from an initial grant of 9,200 shares of restricted stock and performance shares made on March 7, 2012, (iv) unvested restricted shares and fully vested shares totaling 11,271 shares from an initial grant of 14,154 shares of restricted stock and performance shares made on March 25, 2011, (v) unvested restricted shares and fully vested shares totaling 17,588 shares from an initial grant of 25,300 shares of restricted stock and performance shares made on March, 30, 2010, [continued in next footnote]
( 4 )(vi) fully vested shares totaling 7,660 shares from an initial grant of 22,680 shares of restricted stock and performance shares made on November 13, 2008, (vii) fully vested shares totaling 9,700 shares from an initial grant of 40,000 shares of restricted stock and performance shares made on August 9, 2007, and (viii) fully vested shares totaling 6,472 shares from an initial grant of 35,000 shares of restricted stock made on June 12, 2006. 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.

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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