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Hanesbrands Inc. Director's Dealing 2013

Aug 6, 2013

31566_dirs_2013-08-06_00a5fabd-1d6f-4241-9f01-442478c61cb4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2013-08-02

Reporting Person: Nictakis William J (CCO Intl Bus Global Retailer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-08-02 Common Stock M 120000 $29.35 Acquired 323855 Direct
2013-08-02 Common Stock M 40678 $24.33 Acquired 364533 Direct
2013-08-02 Common Stock M 13002 $27.16 Acquired 377535 Direct
2013-08-02 Common Stock F 122858 $63.98 Disposed 254677 Direct
2013-08-05 Common Stock S 50822 $63.5701 Disposed 203855 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-08-02 Employee Stock Option (right to buy) $29.35 M 120000 Disposed 2017-12-11 Common Stock (120000) Direct
2013-08-02 Employee Stock Option (right to buy) $24.33 M 40678 Disposed 2019-12-08 Common Stock (40678) Direct
2013-08-02 Employee Stock Option (right to buy) $27.16 M 13002 Disposed 2020-12-06 Common Stock (13002) Direct

Footnotes

F1: Represents a "net exercise" of outstanding stock options. These shares were withheld by Hanesbrands Inc. for payment of the exercise price paid and applicable taxes, using the execution price of Hanesbrands Inc. common stock on August 2, 2013 of $63.98.

F2: The transaction was executed in multiple trades at prices ranging from $63.47 to $63.69. 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.

F3: The options vest in three installments of 33% on December 11, 2008, 33% on December 11, 2009 and 34% on December 11, 2010.

F4: The options vest in three installments of 33% on December 8, 2010, 33% on December 8, 2011, and 34% on December 8, 2012.

F5: The options vest in three installments of 33% on December 6, 2011, 33% on December 6, 2012 and 34% on December 6, 2013.