Hanesbrands Inc. — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2015-02-26

Reporting Person: JOHNSON JOIA M (Chief Legal Ofcr, GC&Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	M	49645	$25.10	Acquired	168774	Direct
2015-02-26	Common Stock	F	28549	$127.73	Disposed	140225	Direct
2015-02-27	Common Stock	S	21096	$127.99	Disposed	119129	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	Employee Stock Option (right to buy)	$25.1	M	49645	Acquired	2015-02-04	Common Stock (49645.0)	Direct

Footnotes

F1: Represents a "net exercise" of outstanding stock options. These shares were withheld by Hanesbrands Inc. for payment of the exercise price and applicable taxes, based on the market price of Hanesbrands Inc. common stock at the time of the option exercise on February 26, 2015 of $127.73.

F2: This transaction was executed in multiple trades at prices ranging from $127.57 to $128.32. 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: The options vest in three installments of 33% on February 4, 2009, 33% on February 4, 2010 and 34% on February 4, 2011.