Hanesbrands Inc. — Director's Dealing 2016

Dec 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2016-12-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-09	Common Stock	D	4664	—	Disposed	151480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-09	Phantom Stock	$	A	4664	Acquired		Common Stock (4664.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	579	Indirect
Common Stock	21272	Indirect

Footnotes

F1: 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").

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 shares of Hanesbrands Inc. common stock.

F3: 1-for-1

F4: 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.

F5: Includes acquisitions of 17.939, 18.983, 19.744 and 22.716 phantom stock units acquired through deemed dividend reinvestment on March 8, 2016, June 7, 2016, September 7, 2016 and December 6, 2016, respectively.