Sec Form 4 Filing - HAST REBECCA @ HANGER, INC. - 2018-01-25

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 HAST REBECCA 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, Strategic Initiatives (Last) (First) (Middle) 1375 PICCARD DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2018 (Street) ROCKVILLE, MD20850 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 ) 4,770 A $ 0 46,171 D Common Stock 01/25/2018 F( 2 ) 922 D $ 15.83 45,249 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAST REBECCA 1375 PICCARD DRIVE SUITE 300 ROCKVILLE, MD20850 SVP, Strategic Initiatives Signatures /s/ Jessica Lochmann Allen, Attorney-in-Fact for Rebecca Hast 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 )Includes (i) unvested restricted shares and fully vested shares totaling 3,848 shares of stock from an initial grant of 4,770 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 7,500 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 4,546 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 6,720 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 2,518 shares of stock from an initial grant of 3,180 shares of restricted stock made on March 6, 2015; [continued in next footnote] ( 4 )(vi) unvested restricted shares and fully vested shares totaling 1,851 shares of stock from an initial grant of 2,663 shares of restricted stock made on March 7, 2014; (vii) fully vested shares totaling 1,910 shares of stock from an initial grant of 3,800 shares of restricted stock and performance shares made on March 11, 2013; (viii) fully vested shares totaling 1,559 shares of stock from an initial grant of 5,200 shares of restricted stock made on March 7, 2012; (ix) fully vested shares totaling 2,181 shares of stock from an initial grant of 5,200 shares of restricted stock made on March 25, 2011; (x) fully vested shares totaling 3,020 shares of stock from an initial grant of 7,500 shares of restricted stock made on March 30, 2010 and (xi) fully vested shares from previous awards of restricted stock to the reporting person. ( 5 )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.

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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