SEC Form 4 · accession 0001567619-19-006713

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

• F1Represents 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 the first anniversary date of the grant 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 7,177 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2019.
• F2Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2018 and ending on December 31, 2018. These performance shares vest in equal tranches over a four year period, commencing on the first anniversary of the grant date.
• F3Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
• F4Includes (i) unvested restricted shares and fully vested shares totaling 5,061 shares of stock from an initial grant of 5,583 shares of restricted stock that begins to vest on March 9, 2019; (ii) unvested restricted shares totaling 7,177 shares of stock from an initial grant of 7,177 shares of restricted stock that beings to vest on March 8, 2020; (iii) unvested restricted shares and fully vested shares totaling 7,103 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; (iv) unvested restricted shares and fully vested shares totaling 6,361 shares of stock from an initial grant of 7,017 shares of restricted stock that begins to vest on March 9, 2019; [continued in next footnote]
• F5(iv) unvested restricted shares and fully vested shares totaling 6,660 shares of stock from an initial grant of 8,000 shares of restricted stock that begins to vest on March 8, 2018; (vi) unvested restricted shares and fully vested shares totaling 4,353 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (vii) unvested restricted shares and fully vested shares totaling 5,531 shares of stock from an initial grant of 7,500 shares of restricted stock that begins to vest on March 7, 2017 and (viii) unvested restricted shares and fully vested shares totaling 17,920 shares of stock from an initial grant of 20,582 shares of restricted stock made on August 3, 2015.
• 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.

Remarks

* Executive Vice President, Corporate Services and Chief Information Officer