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Sec Form 4 Filing - Hartman Thomas E @ HANGER Inc - 2018-01-25

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Hartman Thomas E
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)
SVP and General Counsel
(Last)
(First)
(Middle)
10910 DOMAIN DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2018
(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 01/25/2018 A( 1 ) 6,359 A $ 0 44,919 D
Common Stock 01/25/2018 F( 2 ) 944 D $ 15.83 43,975 ( 3 ) ( 4 ) ( 5 ) 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
Stock Options (right to buy) $ 12.77 ( 6 ) 05/19/2027 Common Stock 70,818 70,818 D
Performance Share Units ( 7 ) ( 7 ) 05/19/2020 Common Stock 28,327 28,327 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hartman Thomas E
10910 DOMAIN DRIVE
SUITE 300
AUSTIN, TX78758
SVP and General Counsel
Signatures
/s/ Jessica Lochmann Allen, Attorney-in-Fact for Thomas E. Hartman 01/29/2018
** Signature of Reporting Person Date
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, 2015 and ending on December 31, 2015. These performance shares if earned vest in equal tranches over a four year period, commencing on the first anniversary of the grant date. Because the Compensation Committee did not certify the attainment of the performance targets until January 25, 2018, the first two tranches were not deemed vested until that date. The remainder of the performance shares will vest in equal installments in March 2018 and March 2019.
( 2 )Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
( 3 )Consists of (i) unvested restricted shares and fully vested shares totaling 5,415 shares of stock from an initial grant of 6,359 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 7, 2018 and 2019; (ii) unvested restricted shares which total 10,000 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 4,658 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (iv) unvested restricted shares and fully vested shares totaling 9,338 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 4,279 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015 [continued in next footnote]
( 4 )(vi) unvested restricted shares and fully vested shares totaling 3,958 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; (vii) unvested restricted shares and fully vested shares totaling 1,474 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014; (viii) fully vested shares totaling 2,000 shares of stock from an initial grant of 3,246 shares of restricted stock and performance made on March 11, 2013; (ix) fully vested shares totaling 2,008 shares from an initial grant of 4,800 shares of restricted stock made on March 7, 2012 [continued in next footnote]
( 5 )and (x) fully vested shares totaling 845 shares from an initial grant of 4,600 shares of restricted stock made on March 25, 2011 and cumulatively vest to the extent of one-quarter each year thereafter, subject to certain provisions under the Company's 2010 Omnibus Incentive Plan and the Plan, and which shall become fully vested upon a termination of employment not involving termination for cause or voluntary termination. 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.
( 6 )Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
( 7 )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.

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.
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