SEC Form 4 · accession 0001140361-18-024990

HANGER, INC. · HNGR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas E Kiraly

Officer — EVP & Chief Financial Officer

Period of report

May 17, 2018

Accepted (ET)

May 21, 2018 · 5:24 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	26,250	$0.00	A	175,382	D
Common Stock^F3,F4	May 17, 2018	F	1,598	$18.01	D	173,784	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	94,167	94,167	D
Performance Share Units^F6	—	holding	—	—	—	—	May 19, 2020	Common Stock	37,667	37,667	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.
F3Includes (i) unvested restricted shares and fully vested shares totaling 24,652 shares of stock from an initial grant of 26,250 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 23,408 shares of stock from an initial grant of 23,408 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 19,218 shares of stock from an initial grant of 23,844 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 23,478 shares of stock from an initial grant of 25,000 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 21,806 shares of stock from an initial grant of 25,000 shares of restricted stock that begins to vest on March 7, 2017; (vii) unvested restricted shares and fully vested shares totaling 13,698 shares of stock from an initial grant of 15,896 shares of restricted stock made on March 6, 2015 and (viii) unvested restricted shares and fully vested shares totaling 42,866 shares of stock from an initial grant of 49,660 shares of restricted stock made on October 1, 2014. 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.