SEC Form 4 · accession 0001140361-18-024996
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Ranson
Officer — SVP, Chief Information Officer
Period of report
May 17, 2018
Accepted (ET)
May 21, 2018 · 5:26 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 | May 17, 2018 | A | 8,400 | $0.00 | A | 52,987 | D | |
| Common StockF3,F4 | May 17, 2018 | F | 512 | $18.01 | D | 52,475 | 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 | 47,494 | 47,494 | D |
| Performance Share UnitsF6 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 18,998 | 18,998 | 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 reported.
- F3Includes (i) unvested restricted shares and fully vested shares totaling 7,888 shares of stock from an initial grant of 8,400 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 7,017 shares of stock from an initial grant of 7,017 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 7,407 shares of stock from an initial grant of 8,000 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 6,331 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 7, 2017 [continued in next footnote]
- F4and (vi) unvested restricted shares and fully vested shares totaling 19,174 shares of stock from an initial grant of 20,582 shares of restricted stock made on August 3, 2015. 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.