Hanesbrands Inc. — Director's Dealing 2017

Jun 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2017-06-14

Reporting Person: Upchurch W Howard Jr (Group President, IW Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-14	Common Stock	M	140424	$6.28	Acquired	579663	Direct
2017-06-14	Common Stock	F	84574	$22.90	Disposed	495089	Direct
2017-06-14	Common Stock	S	55850	$22.904	Disposed	439239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-14	Employee Stock Option (right to buy)	$6.28	M	140424	Disposed	2018-02-04	Common Stock (140424.0)	Direct

Footnotes

F1: This option was previously reported as covering 35,106 shares at an exercise price of $25.10 per share, but was adjusted to reflect a 4-for-1 stock split that occurred on March 3, 2015.

F2: 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 June 14, 2017 of $22.90.

F3: This transaction was executed in multiple trades at prices ranging from $22.840 to $22.945. 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.

F4: The options vest in three installments of 33% on February 4, 2009, 33% on February 4, 2010 and 34% on February 4, 2011.