SEC Form 4 · accession 0001567619-19-006722
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vinit K Asar
Officer — President and CEO · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:40 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 | 58,456 | $0.00 | A | 534,512 | D | |
| Common Stock | Mar 8, 2019 | A | 80,564 | $0.00 | A | 615,076 | D | |
| Common Stock | Mar 8, 2019 | F | 15,200 | $19.30 | D | 599,876 | D | |
| Common StockF4,F5,F6,F8,F7 | Mar 9, 2019 | F | 14,568 | $19.30 | D | 585,308 | 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)F9 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 159,982 | 159,982 | D |
| Performance Share UnitsF10 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 63,993 | 63,993 | 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 87,683 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2019.
- F10Performance 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.
- 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 58,456 shares of stock from an initial grant of 58,456 shares of restricted stock which begins to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 72,368 shares of stock from an initial grant of 80,564 shares of restricted stock which begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 75,906 shares of stock from an initial grant of 94,500 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 60,874 shares of stock from an initial grant of 67,516 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 65,566 shares of stock from an initial grant of 95,376 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 48,194 shares of stock from an initial grant of 60,000 shares of restricted stock that begins to vest on March 8, 2018; (vii) unvested restricted shares and fully vested shares totaling 44,091 shares of stock from an initial grant of 60,000 shares of restricted stock made on April 29, 2016; [continued in next footnote]
- F6(viii) unvested restricted shares and fully vested shares totaling 32,807 shares of stock from an initial grant of 42,390 shares of restricted stock made on March 6, 2015; (ix) fully vested shares totaling 13,746 shares of stock from an initial grant of 17,973 shares of restricted stock made on March 7, 2014; (x) fully vested shares totaling 21,971 shares of stock from an initial grant of 29,292 shares of restricted stock and performance shares made on March 11, 2013; (xi) fully vested shares totaling 14,230 shares of stock from an initial grant of 17,250 shares of restricted stock and performance shares made on August 27, 2012;[continued in next footnote]
- F7(xii) fully vested shares totaling 19,638 shares of stock from an initial grant of 27,600 shares of restricted stock and performance shares made on March 7, 2012; (xiii) fully vested shares totaling 11,589 shares of stock from an initial grant of 15,923 shares of restricted stock and performance shares made on March 25, 2011; (xiv) fully vested shares totaling 16,600 shares of stock from an initial grant of 23,000 shares of restricted stock and performance shares made on March 30, 2010; and (xv) fully vested shares totaling 29,002 shares of stock from an initial grant of 42,680 shares of restricted stock and performance shares made on December 29, 2008.
- F8Except 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.
- F9Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.