Hanesbrands Inc. — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2016-12-12

Reporting Person: SCHINDLER ANDREW J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-12	Common Stock	M	17001	—	Acquired	17001	Direct
2016-12-12	Common Stock	F	7727	$23.23	Disposed	9274	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-12	Phantom Stock	$	M	17001	Disposed		Common Stock (17001.0)	Direct

Footnotes

F1: Represents a distribution to the Reporting Person of 17,001 shares of Hanesbrands Inc. common stock in settlement of an equal number of shares of phantom stock held in a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (the "Plan").

F2: Represents shares of common stock withheld to pay taxes upon the distribution of shares of Hanesbrands Inc. common stock from the Plan.

F3: Represents an HBI Stock Fund balance under the Plan. Balances in the HBI Stock Fund are settled on a share-for-share basis in shares of Hanesbrands Inc. common stock.

F4: 1-for-1

F5: 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.