Hanesbrands Inc. — Director's Dealing 2018

Dec 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hanesbrands Inc. (HBI)
CIK: 0001359841
Period of Report: 2018-12-11

Reporting Person: NOLL RICHARD A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-11	Common Stock	A	9409	—	Acquired	823512	Direct
2018-12-11	Common Stock	F	79470	$15.16	Disposed	744042	Direct
2018-12-11	Common Stock	F	20246	$15.16	Disposed	723796	Direct
2018-12-12	Common Stock	D	6683	—	Disposed	717113	Direct
2018-12-13	Common Stock	D	35869	—	Disposed	681244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-12	Phantom Stock	$	A	6683	Acquired		Common Stock (6683.0)	Direct
2018-12-13	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 8, 2015. The number of shares withheld was determined on December 11, 2018 based on the closing price of Hanesbrands Inc. common stock on December 7, 2018.

F3: Represents shares of common stock withheld to pay taxes upon vesting of restricted stock units originally granted to the Reporting Person on December 8, 2015. The number of shares withheld was determined on December 11, 2018 based on the closing price of Hanesbrands Inc. common stock on December 7, 2018.

F4: Represents a deferral by the Reporting Person of 6,683 shares of Hanesbrands Inc. common stock upon the vesting of restricted stock units granted to the Reporting Person on December 12, 2017. The amount deferred was deemed to be invested in a stock equivalent account (the "HBI Stock Fund") in the Hanesbrands Inc. Executive Deferred Compensation Plan (the "Plan").

F5: 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 deemed to be invested in the HBI Stock Fund in the Plan.

F6: 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.

F7: 1-for-1

F8: 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.

F9: Includes acquisitions of 2,406.65, 2,543.26, 2,707.11 and 3,153.91 phantom stock units acquired through deemed dividend reinvestment on March 13, 2018, June 5, 2018, September 5, 2018 and December 4, 2018, respectively.