SEC Form 4 · accession 0001567619-19-006715
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel M. Liang
Officer — Executive Vice President*
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:35 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, 2019 | A | 16,963 | $0.00 | A | 149,547 | D | |
| Common Stock | Mar 8, 2019 | A | 16,468 | $0.00 | A | 166,015 | D | |
| Common Stock | Mar 8, 2019 | F | 4,539 | $19.30 | D | 161,476 | D | |
| Common StockF4,F5,F6,F7 | Mar 9, 2019 | F | 3,658 | $19.30 | D | 157,818 | 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)F8 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 72,231 | 72,231 | D |
| Performance Share UnitsF9 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 28,892 | 28,892 | D |
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 16,963 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 totaling 16,963 shares of stock from an initial grant of 16,963 shares of restricted stock that begins to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 14,847 shares of stock from an initial grant of 16,468 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 19,861 shares of stock from an initial grant of 23,625 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 18,664 shares of stock from an initial grant of 20,701 shares of restricted stock that begins to vest on March 9, 2019; [continued in next footnote]
- F5(v) unvested restricted shares and fully vested shares totaling 18,652 shares of stock from an initial grant of 20,666 shares of restricted stock, half of which vested on January 25, 2018 and the remainder of which will vest on March 7, 2018 and 2019; (vi) unvested restricted shares and fully vested shares totaling 18,916 shares of stock from an initial grant of 22,500 shares of restricted stock that begins to vest on March 8, 2018; (vii) unvested restricted shares and fully vested shares totaling 4,695 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; [continued in next footnote]
- F6(viii) unvested restricted shares and fully vested shares totaling 20,286 shares of stock from an initial grant of 22,500 shares of restricted stock that begins to vest on March 7, 2017; (ix) unvested restricted shares and fully vested shares totaling 12,318 shares of stock from an initial grant of 13,777 shares of restricted stock made on March 6, 2015 and (x) fully vested shares totaling 12,616 shares of stock from an initial grant of 14,745 shares of restricted stock made on May 19, 2014.
- F7Except 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.
- F8Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
- F9Performance 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
* The reporting person is Executive Vice President of Hanger, Inc. and President and Chief Operating Officer of Hanger Prosthetics & Orthotics, Inc.