Sec Form 4 Filing - Adams Gabrielle B. @ HANGER, INC. - 2020-03-09

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 Adams Gabrielle B. 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) Vice President Accounting (Last) (First) (Middle) 10910 DOMAIN DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (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 03/09/2020 A( 1 ) 4,215 A $ 0 47,649 D Common Stock 03/09/2020 F( 2 ) 2,359 D $ 21.95 45,290 D Common Stock 03/09/2020 F( 2 ) 986 D $ 20.55 44,304 ( 3 ) ( 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 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 ( 7 ) 05/19/2027 Common Stock 20,938 20,938 D Performance Share Units ( 8 ) ( 8 ) 05/19/2020 Common Stock 12,375 12,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adams Gabrielle B. 10910 DOMAIN DRIVE, SUITE 300 AUSTIN, TX78758 Vice President Accounting Signatures Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of time-based restricted stock under the Company's 2019 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 4,215 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2020. ( 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 totaling 4,215 shares of stock from an initial grant of 4,215 shares of restricted stock that begins to vest on March 9, 2021; (ii) unvested restricted shares and fully vested shares totaling 3,475 shares of stock from an initial grant of 3,854 shares of restricted stock made on March 8, 2019; (iii) unvested restricted shares and fully vested shares totaling 4,118 shares of stock from an initial grant of 4,567 shares of restricted stock made on March 8, 2019; (iv) unvested restricted shares and fully vested shares totaling 3,617 shares of stock from an initial grant of 4,435 shares of restricted stock made on March 8, 2019; (v) unvested restricted shares and fully vested shares totaling 4,546 shares of stock from an initial grant of 5,574 shares of restricted stock made on March 9, 2018; [continued in next footnote] ( 4 )(vi) unvested restricted shares and fully vested shares totaling 6,483 shares of stock from an initial grant of 7,950 shares of restricted stock made on March 8, 2017; (vii) unvested restricted shares and fully vested shares totaling 2,742 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; (viii) unvested restricted shares and fully vested shares totaling 6,233 shares of stock from an initial grant of 7,750 shares of restricted stock made on April 29, 2016; [continued in next footnote] ( 5 )(ix) fully vested shares which total 3,020 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; (x) fully vested shares which total 2,037 shares of stock from an initial grant of 2,229 shares of restricted stock made on September 8, 2015; and (xi) fully vested shares which total 3,818 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015. ( 6 )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. ( 7 )Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020. ( 8 )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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