SEC Form 4 · accession 0001567619-19-006731

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 5,220 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 5,220 shares of stock from an initial grant of 5,220 shares of restricted stock which begin to vest on March 8, 2020; (ii) unvested restricted shares and fully vested shares totaling 2,867 shares of stock from an initial grant of 3,163 shares of restricted stock which begins to vest on March 9, 2019; (iii) unvested and vested restricted shares totaling 3,604 shares of stock from an initial grant of 3,975 shares of restricted stock made on March 9, 2018; (iv) unvested restricted shares and fully vested shares totaling 6,509 shares of stock from an initial grant of 7,688 shares of restricted stock and performance shares made on March 8, 2017 (v) unvested restricted shares and fully vested shares totaling 2,581 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; [continued in next footnote]
• F5(vi) unvested restricted shares and fully vested shares totaling 2,785 shares of stock from an initial grant of 3,700 shares of restricted stock made on April 29, 2016; (vii) unvested restricted shares and fully vested shares totaling 2,659 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; (viii) unvested restricted shares and fully vested shares totaling 5,912 shares of stock from an initial grant of 8,480 shares of restricted stock and performance shares made on March 6, 2015; (ix) fully vested shares totaling 1,388 shares of stock from an initial grant of 1,997 shares of restricted stock made on March 7, 2014; [continued in next footnote]
• F6(x) fully vested shares totaling 2,416 shares of stock from an initial grant of 3,958 shares of restricted stock and performance shares made on March 11, 2013 and (xi) fully vested shares totaling 2,761 shares of stock from an initial grant of 6,600 shares of restricted stock and performance shares made on March 7, 2012.
• 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.