Statement of Changes in Beneficial Ownership (4)
May 21 2020 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ASAR VINIT K |
2. Issuer Name and Ticker or Trading Symbol
HANGER, INC.
[
HNGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
10910 DOMAIN DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2020 |
(Street)
AUSTIN, TX 78758
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/19/2020 | | A(1) | | 98588 | A | $0 | 766552 | D | |
Common Stock | 5/19/2020 | | F(2) | | 38795 | D | $17.12 | 727757 (3)(4)(5)(6)(7) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (right to buy) | $12.77 | | | | | | | (8) | 5/19/2027 | Common Stock | 159982 | | 159982 | D | |
Explanation of Responses: |
(1) | Shares received pursuant to the Company's Special Equity Plan as a result of the vesting of PSUs awarded in 2017 due to the achievement of predetermined levels of absolute common stock price compounded annual growth period over the three-year performance period. |
(2) | Reflects payment of tax liability by withholding shares of stock incident to vesting of performance shares. |
(3) | Includes (i) unvested restricted shares totaling 54,670 shares of stock from an initial grant of 54670 shares of restricted stock which begins to vest on March 9, 2021; (ii) unvested restricted shares and fully vested shares totaling 66,708 shares of stock from an initial grant of 73,987 shares of restricted stock made on March 8, 2019; (iii) unvested restricted shares and fully vested shares totaling 52,705 shares of stock from an initial grant of 58,456 shares of restricted stock made on March 8, 2019; (iv) unvested restricted shares and fully vested shares totaling 64,712 shares of stock from an initial grant of 80,564 shares of restricted stock made on March 9, 2018; (v) unvested restricted shares and fully vested shares totaling 66,609 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; [continued in next footnote] |
(4) | (vi) unvested restricted shares and fully vested shares totaling 54,232 shares of stock from an initial grant of 67,516 shares of restricted stock made on March 9, 2018; (vii) fully vested shares totaling 65,566 shares of stock from an initial grant of 95,376 shares of restricted stock made on March 6, 2015; (viii) unvested restricted shares and fully vested shares totaling 42,291 shares of stock from an initial grant of 60,000 shares of restricted stock made on March 8, 2017; (ix) unvested restricted shares and fully vested shares totaling 38,188 shares of stock from an initial grant of 60,000 shares of restricted stock made on April 29, 2016; [continued in next footnote] |
(5) | (x) 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; (xi) 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; (xii) 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; (xiii) 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] |
(6) | (xiv) 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; (xv) 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; (xvi) 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 (xvii) 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. |
(7) | Except 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. |
(8) | Stock options were granted under the Company's Special Equity Plan and vest 1/3 on each of May 19, 2018, 2019 and 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ASAR VINIT K 10910 DOMAIN DRIVE SUITE 300 AUSTIN, TX 78758 | X |
| President and CEO |
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Signatures
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/s/ Jessica Lochmann Allen, Attorney-in-Fact for Vinit K. Asar | | 5/21/2020 |
**Signature of Reporting Person | Date |
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