SEC FORM 4

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^*

CHARRETTE EDMOND E

(Last)

(First)

(Middle)

119 RUSSELL STREET

SUITE 22

(Street)

LITTLETON

01460

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2004		A		1,745⁽¹⁾	A	$16.1	2,745⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$5.875							06/21/1997⁽³⁾	06/21/2006	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$8.75							06/06/1998⁽³⁾	06/06/2007	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$18.625							05/22/1999⁽³⁾	05/22/2008	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$14							09/21/2000⁽³⁾	09/21/2009	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$5.1875							05/19/2001⁽³⁾	05/19/2010	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$1.65							06/05/2002⁽³⁾	06/05/2011	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$14							06/04/2003⁽³⁾	06/04/2012	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$11.21							06/04/2004⁽⁴⁾	06/04/2013	Common Stock	5,000		5,000	D
Non-Qualified Stock Option	$16.1	05/07/2004		A		5,373		05/07/2005⁽⁴⁾	05/07/2014	Common Stock	5,373	$0	5,373	D

Explanation of Responses:

1. Consists of shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan, which become 100% vested on May 7, 2005, subject to certain provisions of the Plan.

2. Includes an additional 1,000 shares of restricted stock granted under the Company's 2003 Non-Employee Directors' Stock Incentive Plan, which become 100% vested on June 4, 2004, subject to certain provisions of the Plan.

3. This option becomes exercisable to the extent of 25% of the shares underlying such option on the above date and is cumulatively exercisable to the extent of 25% each year thereafter.

4. This option becomes exercisable to the extent of one-third of the shares underlying such option on the above date and is cumulatively exercisable to the extent of one-third each year thereafter.

	Christian B. Dinneen-Long, Attorney-in-Fact	05/11/2004
	** 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).
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