SEC Form 4 · accession 0001140361-18-003654
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth W. Wilson
Officer — Pres./COO Southern Prosthetic*
Period of report
Jan 25, 2018
Accepted (ET)
Jan 29, 2018 · 6:44 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722723
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 25, 2018 | A | 9,539 | $0.00 | A | 61,829 | D | |
| Common StockF3,F4 | Jan 25, 2018 | F | 1,415 | $15.83 | D | 60,414 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F5 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 54,834 | 54,834 | D |
| Performance Share UnitsF6 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 21,934 | 21,934 | D |
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 8,124 shares of stock from an initial grant of 9,539 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 11,000 shares of stock from an initial grant of 11,000 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 10,155 shares of stock from an initial grant of 11,000 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 5,320 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; [continued in next footnote]
- F4(vi) unvested restricted shares and fully vested shares totaling 3,063 shares of stock from an initial grant of 3,661 shares of restricted stock made on March 7, 2014; (vii) fully vested shares totaling 5,839 shares of stock from an initial grant of 8,075 shares of restricted stock and performance shares made on March 11, 2013; (viii) fully vested shares totaling 6,833 shares of stock from an initial grant of 13,800 shares of restricted stock and performance shares made on March 7, 2012 and (ix) fully vested shares totaling 5,422 shares of stock from an initial grant of 15,000 shares of restricted stock made on September 19, 2011. 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.
- F5Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
- F6Performance 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.
Remarks
* President and Chief Operating Officer of Southern Prosthetic Supply, Inc.