Hanesbrands Inc. — Director's Dealing 2014

Dec 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2014-12-06

Reporting Person: NOLL RICHARD A (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-06	Common Stock	D	38141	—	Disposed	413697	Direct
2014-12-09	Common Stock	A	28285	—	Acquired	441982	Direct
2014-12-09	Common Stock	S	42689	$109.14	Disposed	399293	Direct
2014-12-09	Common Stock	S	10794	$109.52	Disposed	388499	Direct
2014-12-10	Common Stock	D	13200	—	Disposed	375299	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-06	Phantom Stock	$	A	38141	Acquired		Common Stock (38141.0)	Direct
2014-12-10	Phantom Stock	$	A	13200	Acquired		Common Stock (13200.0)	Direct

Footnotes

F1: Represents a deferral by the Reporting Person of 38,141 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 6, 2011. The amount deferred was contributed to a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Executive Deferred Compensation Plan (the "Plan").

F2: Consists of restricted stock units that upon vesting are settled on a one-for-one basis in shares of common stock, vesting in three installments of 33% on December 9, 2015, 33% on December 9, 2016 and 34% on December 9, 2017.

F3: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 4, 2014. For additional information, please refer to Item 5 of the Issuer's Quarterly Report on Form 10-Q filed with the SEC on October 30, 2014.

F4: This transaction was executed in multiple trades at prices ranging from $108.42 to $109.41. 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.

F5: This transaction was executed in multiple trades at prices ranging from $109.42 to $109.70. 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.

F6: Represents a deferral by the Reporting Person of 13,200 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 10, 2013. The amount deferred was contributed to the HBI Stock Fund in the Plan.

F7: Represents an HBI Stock Fund balance under the Plan. Balances in the HBI Stock Fund may not be reallocated and are settled on a share-for-share basis of Hanesbrands Inc. common stock.

F8: 1-for-1

F9: Balances in the HBI Stock Fund are settled on a share-for-share basis in Hanesbrands Inc. common stock at the time specified by the Reporting Person at the time of the Reporting Person's deferral election, which in no case shall be prior to the January 1 following the first anniversary of the date the deferral election is made.

F10: Represents a HBI Company Stock Fund balance under the Plan. Balances in the HBI Company Stock Fund may not be reallocated and are settled on a share-for-share basis of Hanesbrands Inc. common stock.

F11: Balances in the HBI Company Stock Fund are settled on a share-for-share basis in Hanesbrands Inc. common stock at the time specified by the Reporting Person at the time of the Reporting Person's deferral election, which in no case shall be prior to the January 1 following the first anniversary of the date the deferral election is made.