Sec Form 4 Filing - Kiraly Thomas E @ 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 Kiraly Thomas E 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) EVP & Chief Financial Officer (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 ) 17,085 A $ 0 241,301 D Common Stock 03/09/2020 F( 2 ) 10,983 D $ 21.95 230,318 D Common Stock 03/09/2020 F( 2 ) 4,136 D $ 20.55 226,182 ( 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 62,778 31,389 D Performance Share Units ( 8 ) ( 8 ) 05/19/2020 Common Stock 37,667 37,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kiraly Thomas E 10910 DOMAIN DRIVE SUITE 300 AUSTIN, TX78758 EVP & Chief Financial Officer Signatures Jessica Lochmann Allen, Attorney-in-Fact for Thomas E. Kiraly 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 17,085 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 17,085 shares of stock from an initial grant of 17,085 shares of restricted stock made on March 9, 2020; (ii) unvested restricted shares and fully vested shares totaling 14,592 shares of stock from an initial grant of 16,185 shares of restricted stock made on March 8, 2019; (iii) unvested restricted shares and fully vested shares totaling 17,294 shares of stock from an initial grant of 19,181 shares of restricted stock made on March 8, 2019; (iv) unvested restricted shares and fully vested shares totaling 14,957 shares of stock from an initial grant of 18,622 shares of restricted stock made on March 9, 2018; (v) unvested restricted shares and fully vested shares totaling 19,486 shares of stock from an initial grant of 26,250 shares of restricted stock, the remainder of which will vest on March 8, 2020 and 2021; [continued in next footnote] ( 4 )(vi) unvested restricted shares and fully vested shares totaling 18,802 shares of stock from an initial grant of 23,408 shares of restricted stock made on March 8, 2018; (vii) fully vested shares totaling 16,887 shares of stock from an initial grant of 23,844 shares of restricted stock made on March 6, 2015; (viii) unvested restricted shares and fully vested shares totaling 18,558 shares of stock from an initial grant of 25,000 shares of restricted stock made on March 8, 2017; (ix) unvested restricted shares and fully vested shares totaling 3,674 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (x) unvested restricted shares and fully vested shares totaling 16,886 shares of stock from an initial grant of 25,000 shares of restricted stock April 29, 2016; [continued in next footnote] ( 5 )(xi) fully vested shares totaling 12,037 shares of stock from an initial grant of 15,896 shares of restricted stock made on March 6, 2015 and (xii) fully vested shares totaling 38,075 shares of stock from an initial grant of 49,660 shares of restricted stock made on October 1, 2014. ( 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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