Sec Form 4 Filing - Ranson Scott @ HANGER, INC. - 2021-03-08

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 Ranson Scott 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 Info Officer * (Last) (First) (Middle) 10910 DOMAIN DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2021 (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 03/08/2021 A( 1 ) 5,812 A $ 0 93,599 D Common Stock 03/08/2021 F( 2 ) 2,769 D $ 23.99 90,830 ( 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 47,494 47,494 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ranson Scott 10910 DOMAIN DRIVE, SUITE 300 AUSTIN, TX78758 EVP, Chief Info Officer * Signatures /s/ Jessica Lochmann Allen, Attorney-in-Fact for Scott Ranson 03/10/2021 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 5,812 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2021. ( 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 5,812 shares of stock from an initial grant of 5,812 shares of restricted stock that begins to vest on March 8, 2022; (ii) unvested restricted shares totaling 5,326 shares of stock from an initial grant of 5,326 shares of restricted stock that begins to vest on March 9, 2021; (iii) unvested restricted shares totaling 6,265 shares of stock from an initial grant of 6,265 shares of restricted stock that begins to vest on March 9, 2021; (iv) unvested restricted shares and fully vested shares totaling 4,894 shares of stock from an initial grant of 6,056 shares of restricted stock made on March 8, 2019; [continued in next footnote] ( 4 )(v) unvested restricted shares and fully vested shares totaling 4,511 shares of stock from an initial grant of 5,583 shares of restricted stock made on March 9, 2018; (vi) unvested restricted shares and fully vested shares totaling 5,800 shares of stock from an initial grant of 7,177 shares of restricted stock made on March 8, 2019; (vii) unvested restricted shares and fully vested shares totaling 5,491 shares of stock from an initial grant of 8,400 shares of restricted stock, the remainder of which vested on March 8, 2021; (viii) unvested restricted shares and fully vested shares totaling 5,670 shares of stock from an initial grant of 7,017 shares of restricted stock made on March 9, 2018; (ix) unvested restricted shares and fully vested shares totaling 5,126 shares of stock from an initial grant of 8,000 shares of restricted stock made on March 8, 2017; [continued in next footnote] ( 5 )(x) fully vested shares totaling 3,394 shares of stock from an initial grant of 5,000 shares of restricted stock made on October 11, 2016; (xi) unvested restricted shares and fully vested shares totaling 4,793 shares of stock from an initial grant of 7,500 shares of restricted stock made on April 29, 2016; and (xii) fully vested shares totaling 15,997 shares of stock from an initial grant of 20,582 shares of restricted stock made on August 3, 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.

Remarks: * Executive Vice President, Corporate Services and Chief Information Officer

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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