Hanesbrands Inc. — Director's Dealing 2015

Dec 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2015-12-10

Reporting Person: Faircloth Michael E. (Pres., Chief Global SC Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	D	6720	—	Disposed	194080	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Phantom Stock	$	A	6720	Acquired		Common Stock (6720.0)	Direct

Footnotes

F1: Represents a deferral by the Reporting Person of 6,720 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 a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Executive Deferred Compensation Plan (the "Plan").

F2: Represents an HBI Stock Fund balance in the Plan. Balances in the HBI Stock Fund are settled on a share-for-share basis in Hanesbrands Inc. common stock.

F3: 1-for-1

F4: 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.

F5: Includes acquisitions of 5.252, 20.742, 22.713 and 21.921 phantom stock units acquired through deemed dividend reinvestment on March 3, 2015, June 11, 2015, September 9, 2015 and December 8, 2015, respectively, and 5,055.756 phantom stock units acquired as a result of Hanesbrands' 4-for-1 stock split on March 3, 2015.