SEC Form 4 · accession 0001140361-18-003652

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 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 8,000 shares of stock from an initial grant of 8,000 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 7,347 shares of stock from an initial grant of 8,000 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 3,546 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 1,557 shares of stock from an initial grant of 2,064 shares of restricted stock made on March 7, 2014; (viii) fully vested shares totaling 2,662 shares of stock from an initial grant of 3,958 shares of restricted stock and performance shares made on March 11, 2013; (ix) fully vested shares totaling 2,930 shares of stock from an initial grant of 5,000 shares of restricted stock made on March 7, 2012; (x) fully vested shares totaling 3,060 shares of stock from an initial grant of 4,900 shares of restricted stock made on March 25, 2011; and (xi) fully vested shares totaling 6,165 shares of stock from an initial grant of 12,000 shares of restricted stock made on June 21, 2010.
• F5Except 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.