Hanesbrands Inc. — Director's Dealing 2017

Dec 14, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2017-12-12

Reporting Person: NOLL RICHARD A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-12	Common Stock	A	6683	—	Acquired	834635	Direct
2017-12-12	Common Stock	F	64557	$20.75	Disposed	770078	Direct
2017-12-13	Common Stock	D	35869	—	Disposed	734209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-13	Phantom Stock	$	A	35869	Acquired		Common Stock (35869.0)	Direct

Footnotes

F1: Consists of restricted stock units that upon vesting on the first anniversary of the grant date are settled on a one-for-one basis in shares of common stock.

F2: Represents shares of common stock withheld to pay taxes upon vesting of performance stock units originally granted to the Reporting Person on December 9, 2014. The number of shares withheld was determined on December 12, 2017 based on the closing price of Hanesbrands Inc. common stock on December 8, 2017.

F3: Represents a deferral by the Reporting Person of 35,869 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 13, 2016. 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 under the Plan. Balances in the HBI Stock Fund are settled on a share-for-share basis 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 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.