Hanesbrands Inc. — Director's Dealing 2014

Dec 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2014-12-17

Reporting Person: Johnson James C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-17	Common Stock	M	7885	—	Acquired	13408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-17	Phantom Stock	$	M	7885	Disposed		Common Stock (7885.0)	Direct

Footnotes

F1: Represents a distribution to the Reporting Person of 7,885 shares of Hanesbrands Inc. common stock that had been contributed to a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Non-Employee Deferred Compensation Plan (the "Plan").

F2: 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 in shares of Hanesbrands Inc. common stock.

F3: 1-for-1

F4: Balances in the HBI Stock Fund are settled on a share-for-share basis in shares of Hanesbrands Inc. common stock (i) with respect to deferrals prior to January 1, 2008, 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 and (ii) with respect to deferrals on or after January 1, 2008, on the earlier of the fifth anniversary of the date of the deferral or the Reporting Person's separation from service as a member of the Hanesbrands Inc. board of directors.