SEC Form 4 · accession 0001567619-19-006726
HANGER, INC. · HNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James H Campbell
Officer — SVP, Chief Clinical Officer
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:48 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 | 5,220 | $0.00 | A | 24,169 | D | |
| Common Stock | Mar 8, 2019 | F | 452 | $19.30 | D | 23,717 | D | |
| Common StockF3,F5,F4 | Mar 9, 2019 | F | 442 | $19.30 | D | 23,275 | 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)F6 | $12.77 | holding | — | — | — | — | May 19, 2027 | Common Stock | 27,328 | 27,328 | D |
| Performance Share UnitsF7 | — | holding | — | — | — | — | May 19, 2020 | Common Stock | 10,931 | 10,931 | 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 5,220 additional performance shares under the Plan based on the achievement of certain performance targets for the fiscal year 2019.
- F2Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously reported.
- F3Consists of (i) unvested restricted shares totaling 5,220 shares of stock from an initial grant of 5,220 shares of restricted stock that begins to vest on March 8, 2020; (ii)unvested restricted shares and fully vested shares totaling 6,268 shares of stock from an initial grant of 6,710 shares of restricted stock that begins to vest on March 9, 2019; (iii) unvested restricted shares and fully vested shares totaling 6,056 shares of stock from an initial grant of 7,029 shares of restricted stock that begins to vest on March 8, 2018; [continued in next footnote]
- F4(iv) unvested restricted shares and fully vested shares totaling 2,147 shares of stock from an initial grant of 3,000 shares of restricted stock that begins to vest on October 11, 2017; and (v) unvested restricted shares and fully vested shares totaling 3,584 shares of stock from an initial grant of 6,008 shares of restricted stock that begins to vest on April 29,2017.
- F5Except 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.
- F6Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020.
- F7Performance 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.