SEC Form 4 · accession 0001140361-18-013111
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
Mar 8, 2018
Accepted (ET)
Mar 12, 2018 · 6:26 pm EDT
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 | Mar 8, 2018 | F | 670 | $15.70 | D | 57,914 | D | |
| Common StockF2,F3,F4,F5 | Mar 9, 2018 | A | 10,351 | $0.00 | A | 68,265 | 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)F6 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 54,834 | 54,834 | D |
| Performance Share UnitsF7 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 21,934 | 21,934 | D |
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 10,351 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 10,351 shares of stock from an initial grant of 10,351 shares of restricted stock that begins to vest on March 9, 2019; (ii) unvested restricted shares and fully vested shares totaling 7,561 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 6, 2018 and 2019; (iii) unvested restricted shares which total 10,330 shares of stock from an initial grant of 11,000 shares of restricted stock that begins to vest on March 8, 2018; (iv) 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; (v) unvested restricted shares and fully vested shares totaling 9,485 shares of stock from an initial grant of 11,000 shares of restricted stock that begins to vest on March 7, 2017; [continued in next footnote]
- F4(vi) unvested restricted shares and fully vested shares totaling 4,947 shares of stock from an initial grant of 6,359 shares of restricted stock made on March 6, 2015; (vii) fully vested shares totaling 2,839 shares of stock from an initial grant of 3,661 shares of restricted stock made on March 7, 2014; (viii) 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; (ix) 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 (x) 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.
- 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.
Remarks
* President and Chief Operating Officer of Southern Prosthetic Supply, Inc.