Hanesbrands Inc. — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2014-12-08

Reporting Person: NOLL RICHARD A (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	S	23323	$110.38	Disposed	497644	Direct
2014-12-08	Common Stock	S	17671	$111.81	Disposed	479973	Direct
2014-12-08	Common Stock	S	4006	$112.23	Disposed	475967	Direct
2014-12-09	Common Stock	F	11522	$111.87	Disposed	464445	Direct

Footnotes

F1: 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.

F2: This transaction was executed in multiple trades at prices ranging from $110.14 to $111.08. 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: This transaction was executed in multiple trades at prices ranging from $111.17 to $112.16. 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: This transaction was executed in multiple trades at prices ranging from $112.17 to $112.49. The price reported 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: Represents shares of common stock withheld to pay taxes upon vesting of restricted stock units originally granted to the Reporting Person on December 4, 2012. The number of shares withheld was determined on December 9, 2014 based on the closing price of Hanesbrands Inc. common stock on December 4, 2014.