-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vtp16Nne+8Vyn2GXCL+KzIdhnpKCej1aFNHv+XqNjS61+G93Z3/znrFo1nrvFTlC z3N5l8WFoAOpA9zX/dRkuQ== 0000897069-07-002065.txt : 20071119 0000897069-07-002065.hdr.sgml : 20071119 20071119163315 ACCESSION NUMBER: 0000897069-07-002065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071115 FILED AS OF DATE: 20071119 DATE AS OF CHANGE: 20071119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SABEL IVAN R CENTRAL INDEX KEY: 0001217563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10670 FILM NUMBER: 071256791 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER SUITE 1200 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 cmw3137_ex.xml X0202 4 2007-11-15 0 0000722723 HANGER ORTHOPEDIC GROUP INC HGR 0001217563 SABEL IVAN R TWO BETHESDA METRO CENTER SUITE 1200 BETHESDA MD 20814 1 1 0 0 CHAIRMAN OF THE BOARD, CEO Common Stock 2007-11-15 4 M 0 16800 4.625 A 411446 D Common Stock 2007-11-15 4 S 0 700 11.2 D 410746 D Common Stock 2007-11-15 4 S 0 200 11.22 D 410546 D Common Stock 2007-11-15 4 S 0 1400 11.23 D 409146 D Common Stock 2007-11-15 4 S 0 800 11.24 D 408346 D Common Stock 2007-11-15 4 S 0 800 11.25 D 407546 D Common Stock 2007-11-15 4 S 0 200 11.26 D 407346 D Common Stock 2007-11-15 4 S 0 100 11.27 D 407246 D Common Stock 2007-11-15 4 S 0 300 11.28 D 406946 D Common Stock 2007-11-15 4 S 0 100 11.33 D 406846 D Common Stock 2007-11-15 4 S 0 100 11.37 D 406746 D Common Stock 2007-11-15 4 S 0 2500 11.38 D 404246 D Common Stock 2007-11-15 4 S 0 500 11.39 D 403746 D Common Stock 2007-11-15 4 S 0 309 11.42 D 403437 D Common Stock 2007-11-15 4 S 0 100 11.43 D 403337 D Common Stock 2007-11-15 4 S 0 191 11.44 D 403146 D Common Stock 2007-11-15 4 S 0 2000 11.45 D 401146 D Common Stock 2007-11-15 4 S 0 600 11.46 D 400546 D Common Stock 2007-11-15 4 S 0 200 11.47 D 400346 D Common Stock 2007-11-15 4 S 0 100 11.48 D 400246 D Common Stock 2007-11-15 4 S 0 200 11.49 D 400046 D Common Stock 2007-11-15 4 S 0 200 11.50 D 399846 D Common Stock 2007-11-15 4 S 0 100 11.53 D 399746 D Common Stock 2007-11-15 4 S 0 3800 11.55 D 395946 D Common Stock 2007-11-15 4 S 0 300 11.56 D 395646 D Common Stock 2007-11-15 4 S 0 100 11.57 D 395546 D Common Stock 2007-11-15 4 S 0 100 11.58 D 395446 D Common Stock 2007-11-15 4 S 0 100 11.59 D 395346 D Common Stock 2007-11-15 4 S 0 200 11.60 D 395146 D Common Stock 1100 I Spouse's IRA Option to Buy 13.25 1998-09-19 2007-09-19 Common Stock 37500 37500 D Option to Buy 11.3125 1998-12-17 2007-12-17 Common Stock 37500 37500 D Option to Buy 22.3125 1999-12-15 2008-12-15 Common Stock 100000 100000 D Option to Buy 14.75 2000-04-29 2009-04-29 Common Stock 150000 150000 D Option to Buy 4.625 2007-11-15 4 M 0 16800 0 D 2001-02-04 2010-02-04 Common Stock 100000 83200 D Option to Buy 1.64 2002-05-31 2011-05-31 Common Stock 75000 75000 D Option to Buy 14.23 2003-05-30 2012-05-30 Common Stock 100000 100000 D Option to Buy 13.80 2004-08-01 2013-08-01 Common Stock 90000 90000 D 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. 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. This option was fully vested on June 23, 2005. /s/ Arthur H. Bill, Attorney-in-Fact 2007-11-19 EX-24 2 cmw3137a.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Arthur Bill, Thomas James, Christian Dinneen-Long and Arden Phillips, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Hanger Orthopedic Group, Inc. (the “Company”), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of September, 2001.

/s/ Ivan R. Sabel
Ivan R. Sabel
Chairman, President and Chief Executive Officer
Hanger Orthopedic Group, Inc.

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