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^*

Adams Gabrielle B.

(Last)

(First)

(Middle)

10910 DOMAIN DRIVE, SUITE 300

(Street)

AUSTIN

78758

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANGER, INC. [ HGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President Accounting

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

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	02/15/2022		A		3,356⁽¹⁾	A	$0	63,379⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	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)

Explanation of Responses:

1. Represents performance shares being issued to the reporting person based on the achievement of performance targets for the period beginning January 1, 2021 and ending on December 31, 2021. These performance shares vest in equal tranches over a four year period, commencing on the first anniversary of the grant date.

2. Includes (i) unvested restricted shares totaling 3,356 shares of stock from an initial grant of 3,356 shares of restricted stock that begins to vest on March 8, 2022; (ii) unvested restricted shares totaling 4,227 shares of stock from an initial grant of 4,227 shares of restricted stock that begins to vest on March 8, 2022; (iii) unvested restricted shares totaling 3,230 shares of stock from an initial grant of 3,583 shares of restricted stock that begins to vest on March 9, 2021; (iv) unvested restricted shares totaling 3,800 shares of stock from an initial grant of 4,215 shares of restricted stock that begins to vest on March 9, 2021; (v) unvested restricted shares and fully vested shares totaling 3,095 shares of stock from an initial grant of 3,854 shares of restricted stock made on March 8, 2019; [continued in next footnote]

3. (vi) unvested restricted shares and fully vested shares totaling 3,668 shares of stock from an initial grant of 4,567 shares of restricted stock made on March 8, 2019; (vii) unvested restricted shares and fully vested shares totaling 3,180 shares of stock from an initial grant of 4,435 shares of restricted stock made on March 8, 2019; (viii) unvested restricted shares and fully vested shares totaling 3,997 shares of stock from an initial grant of 5,574 shares of restricted stock made on March 9, 2018; (ix) unvested restricted shares and fully vested shares totaling 5,710 shares of stock from an initial grant of 7,950 shares of restricted stock made on March 8, 2017; [continued in next footnote]

4. (x) fully vested shares totaling 2,446 shares of stock from an initial grant of 3,000 shares of restricted stock made on October 11, 2016; (xi) unvested restricted shares and fully vested shares totaling 6,233 shares of stock from an initial grant of 7,750 shares of restricted stock made on April 29, 2016; (xii) fully vested shares which total 3,020 shares of stock from an initial grant of 3,305 shares of restricted stock made on November 10, 2015; [continued in next footnote]

5. (xiii) fully vested shares which total 2,037 shares of stock from an initial grant of 2,229 shares of restricted stock made on September 8, 2015; and (xiv) fully vested shares which total 3,818 shares of stock from an initial grant of 4,239 shares of restricted stock made on March 6, 2015.

6. 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.

	Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams	02/16/2022
	** 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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