Filing Details
- Accession Number:
- 0000904454-19-000624
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-06 16:47:13
- Filed By:
- Welsh, Carson, Anderson & Stowe Xii, L.p.
- Company:
- Hanger Inc. (NYSE:HNGR)
- Filing Date:
- 2019-09-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Welsh, Carson, Anderson Stowe XII | 0 | 0 | 0 | 0 | 0 | -0-% |
Welsh, Carson, Anderson Stowe XII Delaware | 0 | 0 | 0 | 0 | 0 | -0-% |
Welsh, Carson, Anderson Stowe XII Delaware II | 0 | 0 | 0 | 0 | 0 | -0-% |
Welsh, Carson, Anderson Stowe XII Cayman | 0 | 0 | 0 | 0 | 0 | -0-% |
WCAS XII Co-Investors | 0 | 0 | 0 | 0 | 0 | -0-% |
Filing
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | |
SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) | |
(Amendment No. 1) | |
HANGER, INC. | |
(Name of Issuer) | |
Common Stock, $.01 par value | |
(Title of Class of Securities) | |
41043F208 | |
(CUSIP Number) | |
Welsh, Carson, Anderson & Stowe 599 Lexington Avenue, Suite 1800 New York, New York 10022 Attention: Jonathan M. Rather Tel. (212) 893-9500 | Othon Prounis, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel. (212) 596-9000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
July 1, 2019 | |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ]
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 41043F208
1. | NAMES OF REPORTING PERSON Welsh, Carson, Anderson & Stowe XII, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY): | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS Not Applicable | |||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | 2(d) [ ] 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | -0- | |
8. | SHARED VOTING POWER | -0- | ||
9. | SOLE DISPOSITIVE POWER | -0- | ||
10. | SHARED DISPOSITIVE POWER | -0- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | -0- | ||
14. | TYPE OF REPORTING PERSON PN |
CUSIP No. 41043F208
1. | NAMES OF REPORTING PERSON Welsh, Carson, Anderson & Stowe XII Delaware, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY): | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS Not Applicable | |||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | 2(d) [ ] 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | -0- | |
8. | SHARED VOTING POWER | -0- | ||
9. | SOLE DISPOSITIVE POWER | -0- | ||
10. | SHARED DISPOSITIVE POWER | -0- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | -0- | ||
14. | TYPE OF REPORTING PERSON PN |
CUSIP No. 41043F208
1. | NAMES OF REPORTING PERSON Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY): | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS Not Applicable | |||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | 2(d) [ ] 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | -0- | |
8. | SHARED VOTING POWER | -0- | ||
9. | SOLE DISPOSITIVE POWER | -0- | ||
10. | SHARED DISPOSITIVE POWER | -0- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | -0- | ||
14. | TYPE OF REPORTING PERSON PN |
CUSIP No. 41043F208
1. | NAMES OF REPORTING PERSON Welsh, Carson, Anderson & Stowe XII Cayman, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY): | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS Not Applicable | |||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | 2(d) [ ] 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | -0- | |
8. | SHARED VOTING POWER | -0- | ||
9. | SOLE DISPOSITIVE POWER | -0- | ||
10. | SHARED DISPOSITIVE POWER | -0- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | -0- | ||
14. | TYPE OF REPORTING PERSON PN |
CUSIP No. 41043F208
1. | NAMES OF REPORTING PERSON WCAS XII Co-Investors LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY): | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS Not Applicable | |||
5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | 2(d) [ ] 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER | -0- | |
8. | SHARED VOTING POWER | -0- | ||
9. | SOLE DISPOSITIVE POWER | -0- | ||
10. | SHARED DISPOSITIVE POWER | -0- | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | -0- | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | -0- | ||
14. | TYPE OF REPORTING PERSON OO |
CUSIP No. 41043F208
Amendment No. 1 to Schedule 13D (Final Amendment)
Reference is hereby made to the statement on Schedule 13D relating to the Common Stock of the Issuer filed with the Securities and Exchange Commission by the Reporting Persons on July 22, 2016 (the “Schedule 13D”). Terms
defined in the Schedule 13D are used herein as so defined.
The following items of the Schedule 13D are hereby amended as follows:
Item 2. Identity and
Background.
Item 2 is hereby amended to state that the principal address of each entity and individual named in Item 2 is c/o Welsh, Carson, Anderson & Stowe, 599 Lexington Avenue, Suite 1800, New York, New York 10022.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended to state that the information requested in this paragraph is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13D.
Item 5(c) is hereby amended to state that the Reporting Persons sold their respective holdings of Common Stock in two block trades as follows:
Transaction Date | Purchaser | Number of Shares | Price Per Share |
07/01/2019 | WCAS XII | 1,211,322 | $18.03 |
07/01/2019 | WCAS XII Delaware | 213,529 | $18.03 |
07/01/2019 | WCAS XII Delaware II | 35,431 | $18.03 |
07/01/2019 | WCAS XII Cayman | 221,004 | $18.03 |
07/01/2019 | Co-Investors | 18,099 | $18.03 |
08/08/2019 | WCAS XII | 498,960 | $17.50 |
08/08/2019 | WCAS XII Delaware | 87,955 | $17.50 |
08/08/2019 | WCAS XII Delaware II | 14,595 | $17.50 |
08/08/2019 | WCAS XII Cayman | 91,035 | $17.50 |
08/08/2019 | Co-Investors | 7,455 | $17.50 |
Item 5(e) is hereby amended to state that the Reporting Persons ceased to beneficially own more than five percent of the Common Stock on July 1, 2019.
CUSIP No. 41043F208
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 6, 2019
WELSH, CARSON, ANDERSON & STOWE XII, L.P. | ||
/s/ David Mintz | ||
Attorney-in-Fact | ||
WELSH, CARSON, ANDERSON & STOWE XII DELAWARE, L.P. | ||
/s/ David Mintz | ||
Attorney-in-Fact | ||
WELSH, CARSON, ANDERSON & STOWE XII DELAWARE II, L.P. | ||
/s/ David Mintz | ||
Attorney-in-Fact | ||
WELSH, CARSON, ANDERSON & STOWE XII CAYMAN, L.P. | ||
/s/ David Mintz | ||
Attorney-in-Fact | ||
WCAS XII CO-INVESTORS LLC | ||
/s/ David Mintz | ||
Attorney-in-Fact |
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