SEC Form 4 · accession 0001140361-18-003642

HANGER, INC. · HNGR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2015 and ending on December 31, 2015. These performance shares if earned vest in equal tranches over a four year period, commencing on the first anniversary of the grant date. Because the Compensation Committee did not certify the attainment of the performance targets until January 25, 2018, the first two tranches were not deemed vested until that date. The remainder of the performance shares will vest in equal installments in March 2018 and March 2019.
• F2Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
• F3Includes (i) unvested restricted shares and fully vested shares totaling 83,558 shares of stock from an initial grant of 95,376 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 7, 2018 and 2019; (ii) unvested restricted shares totaling 60,000 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 55,897 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 7, 2017; (iv) unvested restricted shares and fully vested shares totaling 39,533 shares of stock from an initial grant of 42,390 shares of restricted stock made on March 6, 2015; (v) unvested restricted shares and fully vested shares totaling 15,515 shares of stock from an initial grant of 17,973 shares of restricted stock made on March 7, 2014; [continued in next footnote]
• F4(vi) fully vested shares totaling 21,971 shares of stock from an initial grant of 29,292 shares of restricted stock and performance shares made on March 11, 2013; (vii) fully vested shares totaling 14,230 shares of stock from an initial grant of 17,250 shares of restricted stock and performance shares made on August 27, 2012; (viii) fully vested shares totaling 19,638 shares of stock from an initial grant of 27,600 shares of restricted stock and performance shares made on March 7, 2012; (ix) fully vested shares totaling 11,589 shares of stock from an initial grant of 15,923 shares of restricted stock and performance shares made on March 25, 2011; (x) fully vested shares totaling 16,600 shares of stock from an initial grant of 23,000 shares of restricted stock and performance shares made on March 30, 2010; [continued in next footnote]
• F5and (xi) fully vested shares totaling 29,002 shares of stock from an initial grant of 42,680 shares of restricted stock and performance shares made on December 29, 2008. 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.
• F6Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
• F7Performance 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.