Hanesbrands Inc. — Director's Dealing 2015

Dec 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2015-12-09

Reporting Person: Marsh John T. (Group President, Activewear)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-09	Common Stock	F	19588	$31.15	Disposed	153367	Direct
2015-12-09	Common Stock	F	6326	$31.15	Disposed	147041	Direct
2015-12-09	Common Stock	D	4664	—	Disposed	142377	Direct
2015-12-08	Common Stock	G	16500	—	Disposed	39684	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-09	Phantom Stock	$	A	4664	Acquired		Common Stock (4664.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	570	Indirect

Footnotes

F1: Represents shares of common stock withheld to pay taxes upon vesting of performance stock units originally granted to the Reporting Person on December 4, 2012. The number of shares withheld was determined on December 9, 2015 based on the closing price of Hanesbrands Inc. common stock on December 4, 2015.

F2: 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, 2015 based on the closing price of Hanesbrands Inc. common stock on December 4, 2015.

F3: Represents a deferral by the Reporting Person of 4,664 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 9, 2014. The amount deferred was contributed to a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Executive Deferred Compensation Plan (the "Plan").

F4: Represents an HBI Stock Fund balance in the Plan. Balances in the HBI Stock Fund are settled on a share-for-share basis in shares of Hanesbrands Inc. common stock.

F5: 1-for-1

F6: Balances in the HBI Stock Fund are settled on a share-for-share basis in shares of 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.