SEC Form 4 · accession 0001567619-19-006717
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
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:37 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 | 19,181 | $0.00 | A | 181,230 | D | |
| Common Stock | Mar 8, 2019 | A | 18,622 | $0.00 | A | 199,852 | D | |
| Common Stock | Mar 8, 2019 | F | 5,043 | $19.30 | D | 194,809 | D | |
| Common StockF4,F5,F7,F6 | Mar 9, 2019 | F | 4,135 | $19.30 | D | 190,674 | 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 | 94,167 | 94,167 | D |
| Performance Share UnitsF9 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 37,667 | 37,667 | 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 19,181 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 19,181 shares of stock from an initial grant of 19,181 shares of restricted stock that begins to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 16,790 shares of stock from an initial grant of 18,622 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 23,667 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; (iv) unvested restricted shares and fully vested shares totaling 21,105 shares of stock from an initial grant of 23,408 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 16,887 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; (vi) unvested restricted shares and fully vested shares totaling 21,018 shares of stock from an initial grant of 25,000 shares of restricted stock that begins to vest on March 8, 2018; (vii) unvested restricted shares and fully vested shares totaling 4,166 shares of stock from an initial grant of 5,000 shares of restricted stock that begins to vest on October 11, 2017; (viii) unvested restricted shares and fully vested shares totaling 19,346 shares of stock from an initial grant of 25,000 shares of restricted stock that begins to vest on March 7, 2017; [continued in next footnote]
- F6(ix) unvested restricted shares and fully vested shares totaling 12,037 shares of stock from an initial grant of 15,896 shares of restricted stock made on March 6, 2015 and (x) unvested restricted shares and fully vested shares totaling 38,075 shares of stock from an initial grant of 49,660 shares of restricted stock made on October 1, 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.