Sec Form 4 Filing - Wendt Jay C @ HANGER, INC. - 2019-03-08

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
Wendt Jay C
2. Issuer Name and Ticker or Trading Symbol
HANGER, INC. [ HNGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, Products & Services
(Last) (First) (Middle)
10910 DOMAIN DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2019
(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 03/08/2019 A( 1 ) 5,220 A $ 0 36,925 D
Common Stock 03/08/2019 A( 2 ) 3,163 A $ 0 40,088 D
Common Stock 03/08/2019 F( 3 ) 719 D $ 19.3 39,369 D
Common Stock 03/08/2019 F( 3 ) 667 D $ 19.3 38,702 ( 7 ) ( 4 ) ( 5 ) ( 6 ) 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 Tr ansaction(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 ( 8 ) 05/19/2027 Common Stock 29,738 29,738 D
Performance Share Units ( 9 ) ( 9 ) 05/19/2020 Common Stock 11,895 11,895 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wendt Jay C
10910 DOMAIN DRIVE, SUITE 300
AUSTIN, TX78758
President, Products & Services
Signatures
/s/ Jessica Lochmann Allen, Attorney-in-Fact for Jay C. Wendt 03/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of time-based restricted stock under the Company's 2016 Omnibus Incentive Plan ("Plan"), which vests to the extent of 25% annually beginning on the first anniversary date of the grant and cumulatively vests to the extent of 25% each year thereafter. The restricted stock being reported does not include the contingent right of the reporting person to receive up to 5,220 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2019.
( 2 )Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2018 and ending on December 31, 2018. These performance shares vest in equal tranches over a four year period, commencing on the first anniversary of the grant date.
( 3 )Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
( 4 )Includes (i) unvested restricted shares totaling 5,220 shares of stock from an initial grant of 5,220 shares of restricted stock which begin to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 2,867 shares of stock from an initial grant of 3,163 shares of restricted stock which begins to vest on March 9, 2019; (iii) unvested and vested restricted shares totaling 3,604 shares of stock from an initial grant of 3,975 shares of restricted stock made on March 9, 2018; (iv) unvested restricted shares and fully vested shares totaling 6,509 shares of stock from an initial grant of 7,688 shares of restricted stock and performance shares made on March 8, 2017 (v) unvested restricted shares and fully vested shares totaling 2,581 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; [continued in next footnote]
( 5 )(vi) unvested restricted shares and fully vested shares totaling 2,785 shares of stock from an initial grant of 3,700 shares of restricted stock made on April 29, 2016; (vii) unvested restricted shares and fully vested shares totaling 2,659 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; (viii) unvested restricted shares and fully vested shares totaling 5,912 shares of stock from an initial grant of 8,480 shares of restricted stock and performance shares made on March 6, 2015; (ix) fully vested shares totaling 1,388 shares of stock from an initial grant of 1,997 shares of restricted stock made on March 7, 2014; [continued in next footnote]
( 6 )(x) fully vested shares totaling 2,416 shares of stock from an initial grant of 3,958 shares of restricted stock and performance shares made on March 11, 2013 and (xi) fully vested shares totaling 2,761 shares of stock from an initial grant of 6,600 shares of restricted stock and performance shares made on March 7, 2012.
( 7 )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.
( 8 )Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
( 9 )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.

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