David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Telephone: (212) 750-8300

with a copy to:

Christopher May, Esq.

Simpson Thacher & Bartlett LLP

600 Travis Street, Suite 5400

Houston, Texas 77002

Telephone: (713) 821-5666

(Name, Address and Telephone Number of Person

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This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on March 11, 2016 (as so amended, the “Schedule 13D”) by the Reporting Persons (as defined below), relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Hanger, Inc., a Delaware corporation (the “Issuer”).  This Amendment No. 1 reflects, among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all of its interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited, to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the Issuer.  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.  Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a), (f)

This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), by:

(i)Augusta Investors L.P., a Delaware limited partnership (“Augusta Investors”);

(ii)Augusta Investors GP LLC, a Delaware limited liability company (“Augusta Investors GP”);

(iii) KKR North America Fund XI L.P., a Cayman Islands limited partnership (“KKR North America Fund XI”);

(iv) KKR Associates North America XI L.P., a Cayman Islands limited partnership (“KKR Associates North America XI”);

(v) KKR North America XI Limited, a Cayman Islands company;

(vi) KKR Fund Holdings LP, a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(vii) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”);

(viii) KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(ix) KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(x) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(xi) Henry R. Kravis, a United States citizen; and

(xii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xii) are collectively referred to herein as the “Reporting Persons”).

Augusta Investors GP is the general partner of Augusta Investors.  KKR North America Fund XI is the sole member of Augusta Investors GP and a limited partner of Augusta Investors.  KKR Associates North America XI is the general partner of KKR North America Fund XI.  KKR North America XI Limited is the general partner of KKR Associates North America XI.  KKR Fund Holdings is the sole shareholder of KKR North America XI Limited.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings.  KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR & Co. is the sole shareholder of KKR Group Holdings.  KKR Management is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are officers and the designated members of KKR Management.

The executive officers of Augusta Investors GP are: William J. Janetschek and Peter Stavros.  The directors of KKR North America XI Limited are: Scott C. Nuttall, Joseph Y. Bae, Mr. Janetschek and David J. Sorkin.  The executive officers of KKR North America XI Limited are: Messrs. Kravis, Roberts, Sorkin, Nuttall, Michael W. Michelson and Suzanne O. Donohoe.  Each of Messrs. Nuttall, Bae, Janetschek and Sorkin is a director of KKR Fund Holdings GP and KKR Group Holdings, and each of Messrs. Bae, Janetschek, Kravis, Nuttall, Roberts and Sorkin is an executive officer of KKR Group Holdings and KKR & Co. The directors of KKR & Co. (the “KKR Directors”) are listed on Annex A attached hereto.

Ms. Donohoe and each of Messrs.  Janetschek, Sorkin, Nuttall, Bae, Michelson and Stavros is a United States citizen.

 

(b)

The address of the business office of Augusta Investors, Augusta Investors GP, KKR North America Fund XI, KKR Associates North America XI, KKR North America XI Limited, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co., KKR Management, Ms. Donohoe and Messrs. Kravis, Janetschek, Sorkin, Nuttall, Bae and Stavros and the KKR Directors (other than Mr. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

The address of the principal business office of Messrs. Roberts and Michelson is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c)	Augusta Investors is engaged in the business of investing in securities.  Augusta Investors GP is principally engaged in the business of being the general partner of Augusta Investors.

KKR North America Fund XI is principally engaged as a holding company of investment vehicles, including Augusta Investors and Augusta Investors GP.  KKR Associates North America XI is principally engaged in the business of being the general partner of KKR North America Fund XI.  KKR North America XI Limited is principally engaged in the business of being the general partner of KKR Associates North America XI.

Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business.

The present principal occupation or employment of each of Ms. Donohoe and Messrs. Kravis, Roberts, Janetschek, Sorkin, Nuttall, Bae, Michelson and Stavros is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates.

(d)	During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the KKR Directors or other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the KKR Directors or other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b). The Reporting Persons beneficially own an aggregate of 2,548,197 shares of Common Stock, which represent, in the aggregate, approximately, 6.9% of the outstanding shares of Common Stock.  The percentage of beneficial ownership in this Schedule 13D is based on 36,799,320 shares of Common Stock outstanding as of August 1, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2018.

 

Augusta Investors directly holds 2,548,197 shares of Common Stock, which represents approximately 6.9% of the outstanding shares of Common Stock.  Each of Augusta Investors GP (as the general partner of Augusta Investors), KKR North America Fund XI (as the sole member of Augusta Investors GP), KKR Associates North America XI (as the general partner of KKR North America Fund XI), KKR North America XI Limited (as the general partner of KKR Associates North America XI), KKR Fund Holdings (as the sole shareholder of KKR North America XI Limited), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the controlling shareholder of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Augusta Investors, and each disclaims beneficial ownership of the securities.

To the knowledge of the Reporting Persons, none of Ms. Donohoe or Messrs. Janetschek, Sorkin, Nuttall, Bae, Michelson or Stavros beneficially owns any shares of Common Stock.  Any beneficial ownership of Common Stock by the KKR Directors is set forth on Annex A.

(c) Except as set forth in Schedule 1 attached hereto, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.

(e) As described above in the Explanatory Note, KKR Group Holdings L.P. and KKR Group Limited are no longer reporting persons on this Schedule 13D.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby supplemented by adding the following:

Exhibit C

Joint Filing Agreement, dated as of September 17, 2018, by and among the Reporting Persons.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2018

		AUGUSTA INVESTORS L.P.
	By:	Augusta Investors GP LLC, its general partner
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Vice President

		AUGUSTA INVESTORS GP LLC
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Vice President

		KKR NORTH AMERICA FUND XI L.P.
	By:	KKR Associates North America XI L.P., its general partner
	By:	KKR North America XI Limited, its general partner
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Director

		KKR ASSOCIATES NORTH AMERICA XI L.P.
	By:	KKR North America XI Limited, its general partner
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Director

		KKR NORTH AMERICA XI LIMITED
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Director

 

		KKR FUND HOLDINGS L.P.
	By:	KKR Group Holdings Corp., a general partner
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

		KKR FUND HOLDINGS GP LIMITED
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Director

 

		KKR GROUP HOLDINGS CORP.
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

		KKR & CO. INC.
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

		KKR MANAGEMENT LLC
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact for William J. Janetschek, Chief Financial Officer

		HENRY R. KRAVIS
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact

		GEORGE R. ROBERTS
	By:	/s/ Terence Gallagher
		Name:	Terence Gallagher
		Title:	Attorney-in-fact

 

Directors of KKR & Co. Inc.

Name	Principal Occupation
Henry R. Kravis	Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
George R. Roberts	Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
Joseph Y. Bae	Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
Scott C. Nuttall	Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
Mary N. Dillon   David C. Drummond	Chief Executive Officer of Ulta Beauty, Inc.   Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet Inc.
Joseph A. Grundfest	William A. Franke Professor of Law and Business of Stanford Law School
John B. Hess	Chief Executive Officer of Hess Corporation
Xavier Niel	Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
Patricia F. Russo	Former Chief Executive Officer of Alcatel-Lucent
Thomas M. Schoewe	Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
Robert W. Scully	Former Member, Office of the Chairman of Morgan Stanley

To the best knowledge of the Reporting Persons, none of the persons listed above beneficially owns any Common Stock of the Issuer.

 

EXHIBIT INDEX

The Exhibit Index is hereby supplemented by adding the following:

Exhibit No.		Description
Exhibit C		Joint Filing Agreement, dated as of September 17, 2018, by and among the Reporting Persons.

 

 

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