SEC Form 4 · accession 0001140361-18-003644

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.
• F3Consists of (i) unvested restricted shares and fully vested shares totaling 5,415 shares of stock from an initial grant of 6,359 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 which total 10,000 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 8, 2018; (iii) unvested restricted shares and fully vested shares totaling 4,658 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (iv) unvested restricted shares and fully vested shares totaling 9,338 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 4,279 shares of stock from an initial grant of 4,958 shares of restricted stock made on November 10, 2015 [continued in next footnote]
• F4(vi) unvested restricted shares and fully vested shares totaling 3,958 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; (vii) unvested restricted shares and fully vested shares totaling 1,474 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014; (viii) fully vested shares totaling 2,000 shares of stock from an initial grant of 3,246 shares of restricted stock and performance made on March 11, 2013; (ix) fully vested shares totaling 2,008 shares from an initial grant of 4,800 shares of restricted stock made on March 7, 2012 [continued in next footnote]
• F5and (x) fully vested shares totaling 845 shares from an initial grant of 4,600 shares of restricted stock made on March 25, 2011 and cumulatively vest to the extent of one-quarter each year thereafter, subject to certain provisions under the Company's 2010 Omnibus Incentive Plan and the Plan, and which shall become fully vested upon a termination of employment not involving termination for cause or voluntary termination. 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.