Sec Form 4 Filing - Wilson Kenneth W. @ HANGER, INC. - 2013-08-09

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
Wilson Kenneth W.
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)
Pres./COO Southern Prosthetic*
(Last) (First) (Middle)
C/O HANGER ORTHOPEDIC GROUP, INC., 10910 DOMAIN DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2013
(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 08/09/2013 S 2,177 D $ 32.9577 ( 1 ) 26,700 ( 2 ) 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
Wilson Kenneth W.
C/O HANGER ORTHOPEDIC GROUP, INC.
10910 DOMAIN DRIVE, SUITE 300
AUSTIN, TX78758
Pres./COO Southern Prosthetic*
Signatures
/s/ Jessica Lochmann Allen, Attorney-in-Fact for Kenneth W. Wilson 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold at a range of sale prices from $32.94 to $32.98. 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.
( 2 )Includes (i) unvested restricted shares which total 5,100 shares of stock from an initial grant of 5,100 shares of restricted stock made on March 11, 2013; (ii) unvested restricted shares and fully vested shares which total 10,350 shares of stock from an initial grant of 13,800 shares of restricted stock and performance shares made on March 7, 2012; and (iii) unvested restricted shares which total 11,250 shares of stock from an initial grant of 15,000 shares of restricted stock made on September 19, 2011. 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.

Remarks:
* President and Chief Operating Officer of Southern Prosthetic Supply, Inc.

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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