SEC Form 4 · accession 0001140361-18-013099

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

• F1Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
• F2Represents a grant of time-based restricted stock under the Company's 2016 Omnibus Incentive Plan ("Plan"), which vests to the extent of 25% annually beginning on March 9, 2019 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 101,274 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2018.
• F3Includes (i) unvested restricted shares totaling 67,516 shares of stock from an initial grant of 67,516 shares of restricted stock that begins to vest on March 9, 2019; (ii) unvested restricted shares and fully vested shares totaling 74,949 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 6, 2018 and 2019; (iii) unvested restricted shares and fully vested shares totaling 54,097 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 8, 2018; (iv) unvested restricted shares and fully vested shares totaling 49,994 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 7, 2017; (v) unvested restricted shares and fully vested shares totaling 36,952 shares of stock from an initial grant of 42,390 shares of restricted stock made on March 6, 2015; [continued in next footnote]
• F4(vi) fully vested shares totaling 13,746 shares of stock from an initial grant of 17,973 shares of restricted stock made on March 7, 2014; (vii) 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; (viii) 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; (ix) 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; (x) 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; [continued in next footnote]
• F5(xi) 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; and (xii) 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.