SEC Form 4 · accession 0001140361-18-024984
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Hartman
Officer — SVP and General Counsel
Period of report
May 17, 2018
Accepted (ET)
May 21, 2018 · 5:22 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 | May 17, 2018 | A | 10,500 | $0.00 | A | 63,655 | D | |
| Common StockF3,F4,F5,F6 | May 17, 2018 | F | 640 | $18.01 | D | 63,015 | 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)F7 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 70,818 | 70,818 | D |
| Performance Share UnitsF8 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 28,327 | 28,327 | 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, 2017 and ending on December 31, 2017. These performance shares 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 May 17, 2018, the first tranche was not deemed vested until that date. The remainder of the performance shares will vest in equal installments on March 8, 2019, 2020 and 2021.
- 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 9,860 shares of stock from an initial grant of 10,500 shares of restricted stock, 25% of which vested on May 17, 2018 and the remainder of which will vest on March 8, 2019, 2020 and 2021; (ii) unvested restricted shares totaling 11,147 shares of stock from an initial grant of 11,147 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 5,042 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 6, 2018 and 2019; (iv) unvested restricted shares and fully vested shares totaling 9,391 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 8, 2018; [continued in next footnote]
- F4(v) 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; (vi) unvested restricted shares and fully vested shares totaling 8,749 shares of stock from an initial grant of 10,000 shares of restricted stock that begins to vest on March 7, 2017; (vii) 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; (viii) unvested restricted shares and fully vested shares totaling 3,664 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015; [continued in next footnote]
- F5(ix) fully vested shares totaling 1,372 shares of stock from an initial grant of 1,731 shares of restricted stock made on March 7, 2014 (x) 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; (xi) fully vested shares totaling 2,008 shares from an initial grant of 4,800 shares of restricted stock made on March 7, 2012 and (xii) 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.
- F6Except 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.
- F7Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
- F8Performance 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.