Hanesbrands Inc. — Director's Dealing 2012

Dec 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2012-12-13

Reporting Person: Oliver Kevin (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-13	Common Stock	F	1562	$36.20	Disposed	59403	Direct
2012-12-13	Common Stock	F	2604	$36.20	Disposed	56799	Direct
2012-12-13	Common Stock	M	24185	$22.37	Acquired	80984	Direct
2012-12-13	Common Stock	S	31748	$35.3241	Disposed	49236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-13	Employee Stock Option (right to buy)	$22.37	M	24185	Disposed	2016-09-26	Common Stock (24185)	Direct

Footnotes

F1: Represents shares of common stock withheld to pay taxes upon vesting of restricted stock units originally granted to the Reporting Person on December 6, 2010. The number of shares withheld was determined on December 13, 2012 based on the closing price of Hanesbrands Inc. common stock on December 6, 2012.

F2: Represents shares of common stock withheld to pay taxes upon vesting of restricted stock units originally granted to the Reporting Person on December 6, 2011. The number of shares withheld was determined on December 13, 2012 based on the closing price of Hanesbrands Inc. common stock on December 6, 2012.

F3: The transaction was executed in multiple trades at prices ranging from $35.25 to $35.48. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the SEC staff, Hanesbrands Inc. or any security holder of Hanesbrands Inc. full information regarding the number of shares sold at each separate price.

F4: The options vest in two installments of 50% on August 31, 2007 and 50% on August 31, 2008.