SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SABEL IVAN R
(Last) (First) (Middle)
TWO BETHESDA METRO CENTER SUITE 1200
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HANGER ORTHOPEDIC GROUP INC [ HGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN OF THE BOARD, CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/06/2007 M 50,000 A $4.625 444,646 D
Common Stock 12/06/2007 S 26,382 D $10.5 418,264 D
Common Stock 12/06/2007 S 3,000 D $10.51 415,264 D
Common Stock 12/06/2007 S 1,400 D $10.515 413,864 D
Common Stock 12/06/2007 S 2,500 D $10.52 411,364 D
Common Stock 12/06/2007 S 3,000 D $10.53 408,364 D
Common Stock 12/06/2007 S 200 D $10.54 408,164 D
Common Stock 12/06/2007 S 400 D $10.545 407,764 D
Common Stock 12/06/2007 S 1,100 D $10.55 406,664 D
Common Stock 12/06/2007 S 1,000 D $10.56 405,664 D
Common Stock 12/06/2007 S 200 D $10.57 405,464 D
Common Stock 12/06/2007 S 200 D $10.6 405,264 D
Common Stock 12/06/2007 S 100 D $10.68 405,164 D
Common Stock 12/06/2007 S 818 D $10.69 404,346 D
Common Stock 12/06/2007 S 9,700 D $10.7 394,646(1) D
Common Stock 1,100 I Spouse's IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Option to Buy $11.3125 12/17/1998(2) 12/17/2007 Common Stock 37,500 37,500 D
Option to Buy $22.3125 12/15/1999(2) 12/15/2008 Common Stock 100,000 100,000 D
Option to Buy $14.75 04/29/2000(2) 04/29/2009 Common Stock 150,000 150,000 D
Option to Buy $4.625 12/06/2007 M 50,000 02/04/2001(2) 02/04/2008 Common Stock 50,000 $0 0 D
Option to Buy $1.64 05/31/2002(2) 05/31/2009 Common Stock 75,000 75,000 D
Option to Buy $14.23 05/30/2003(3) 05/30/2012 Common Stock 100,000 100,000 D
Option to Buy $13.8 08/01/2004(3) 08/01/2013 Common Stock 90,000 90,000 D
Explanation of Responses:
1. Includes 105,000 shares of restricted common stock remaining from an initial grant of 140,000 shares of restricted common stock, of which 25% vested on 6/12/07 and which cumulatively vest to the extent of 25% each year thereafter, 37,500 shares of restricted common stock remaining from an initial grant of 75,000 shares of restricted common stock, of which 25% of the shares vested on each of 3/4/06 and 3/4/07 and which cumulatively vests to the extent of 25% each year thereafter, and 77,500 shares of restricted common stock, of which 25% vest on 8/9/08 and which cumulatively vest to the extent of 25% each year thereafter.
2. This option becomes exercisable to the extent of 25% of the shares underlying the option on the above date and is cumulatively exercisable to the extent of 25% of the shares underlying the option at the end of each year thereafter.
3. This option was fully vested on June 23, 2005.
/s/ Arthur H. Bill, Attorney-in-Fact 12/07/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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