Vinit K. Asar - 03 Oct 2022 Form 4 Insider Report for HANGER, INC.

Footnote F1

Gift to reporting person's donor advised charitable fund.

Footnote 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 245,396 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.

Footnote 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.

Footnote F4

Represents stock options that were disposed of in connection with the Merger. At the effective time of the Merger, the stock options were canceled and converted into the right to receive an amount in cash equal to the product of (a) the total number of shares subject to the stock options multiplied by (b) the excess, if any, of $18.75 over the exercise price per share of such stock options.