Gabrielle B. Adams - Oct 3, 2022 Form 4 Insider Report for HANGER, INC. (HGR)

Role
Vice President Accounting
Signature
Jessica Lochmann Allen, Attorney-in-Fact for Gabrielle B. Adams
Stock symbol
HGR
Transactions as of
Oct 3, 2022
Transactions value $
-$1,292,438
Form type
4
Date filed
10/4/2022, 05:13 PM
Previous filing
Mar 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HGR Common Stock Gift $0 -2.44K -4.05% $0.00 57.9K Oct 3, 2022 Direct F1
transaction HGR Common Stock Disposed to Issuer -$1.09M -57.9K -100% $18.75* 0 Oct 3, 2022 Direct F2
transaction HGR Common Stock Disposed to Issuer -$207K -11K -100% $18.75* 0 Oct 3, 2022 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gabrielle B. Adams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Gift to reporting person's donor advised charitable fund.
F2 Represents shares of issuer's common stock and restricted stock units relating to such common stock that were disposed of in connection with the merger of Hero Merger Sub, Inc. with and into issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of July 21, 2022, by and among issuer, Hero Parent, Inc. and Hero Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the Merger, each issued and outstanding share of issuer's common stock (subject to certain exceptions described in the Merger Agreement) and each restricted stock unit were canceled and converted into the right to receive $18.75 in cash, except for certain shares of issuer's common stock (including 24,027 shares held by the reporting person) that were canceled and converted into equity interests in an affiliate of Hero Parent, Inc. with a value estimated to be $18.75 per share.
F3 Represents performance-based restricted stock units that were disposed of in connection with the Merger. At the effective time of the Merger, the performance-based restricted stock units were canceled and converted into the right to receive an amount in cash equal to the number of shares of issuer's common stock earned under such performance-based restricted stock units (as provided in the Merger Agreement) (or the target number if performance had not yet been determined) multiplied by $18.75.