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Sec Form 4 Filing - Adams Gabrielle B. @ HANGER Inc - 2021-03-08

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
03/08/2021
(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 ) 4,227 A $ 0 63,380 D
Common Stock 03/08/2021 F( 2 ) 1,603 D $ 23.99 61,777 ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) 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 ( 8 ) 05/19/2027 Common Stock 20,938 20,938 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 03/10/2021
** 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 4,227 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 4,227 shares of stock from an initial grant of 4,227 shares of restricted stock that begins to vest on March 8, 2022;(ii) unvested restricted shares totaling 3,583 shares of stock from an initial grant of 3,583 shares of restricted stock that begins to vest on March 9, 2021; (iii) 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; (iv) unvested restricted shares and fully vested shares totaling 3,095 shares of stock from an initial grant of 3,854 shares of restricted stock made on March 8, 2019; (v) unvested restricted shares and fully vested shares totaling 3,668 shares of stock from an initial grant of 4,567 shares of restricted stock made on March 8, 2019; [continued in next footnote]
( 4 )(vi) 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; (vii) 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; (viii) unvested restricted shares and fully vested shares totaling 5,710 shares of stock from an initial grant of 7,950 shares of restricted stock made on March 8, 2017; [continued in next footnote]
( 5 )(ix) fully vested shares totaling 2,446 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; (x) 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; (xi) 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; [continued in next footnote]
( 6 )(xii) 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 (xiii) 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.
( 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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