Hanesbrands Inc. — Director's Dealing 2016

Dec 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2016-12-08

Reporting Person: NELSON RONALD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-08	Common Stock	D	4200	—	Disposed	100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-08	Phantom Stock	$	A	4200	Acquired		Common Stock (4200.0)	Direct

Footnotes

F1: Represents a deferral by the Reporting Person of 4,200 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 8, 2015. The amount deferred was deemed to be invested in a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (the "Plan").

F2: 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.

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 (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.

F5: Includes acquisitions of 480.980, 508.991, 529.398 and 609.062 phantom stock units acquired through deemed dividend reinvestment on March 8, 2016, June 7, 2016, September 7, 2016 and December 6, 2016, respectively.