SEC Form 4 · accession 0001359841-15-000067
Hanesbrands Inc. · HBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard A Noll
Officer — CEO · Director
Period of report
Mar 11, 2015
Accepted (ET)
Mar 13, 2015 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001359841
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Mar 11, 2015 | M | 529,928 | $6.28 | A | 1,633,804 | D | |
| Common Stock | Mar 11, 2015 | F | 307,168 | $32.00 | D | 1,326,636 | D | |
| Common StockF4 | Mar 12, 2015 | S | 222,760 | $32.34 | D | 1,103,876 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5,F6 | $6.28 | Mar 11, 2015 | M | 529,928 | D | — | Feb 4, 2018 | Common Stock | 529,928 | 2,080,000 | D |
Explanation of responses
- F1The option exercise and sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 20, 2014. For additional information, please refer to Item 9B of the Issuer's Annual Report on Form 10-K filed with the SEC on February 6, 2015.
- F2On March 3, 2015, the common stock of Hanesbrands Inc. split 4-for-1, resulting in the Reporting Person's ownership of 827,907 additional shares of common stock.
- F3Represents 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 March 11, 2015 of $32.00.
- F4This transaction was executed in multiple trades at prices ranging from $32.13 to $32.49. 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.
- F5This option was previously reported as covering 652,482 shares at an exercise price of $25.10 per share, but was adjusted to reflect 4-for-1 stock split that occurred on March 3, 2015.
- F6The option vests in three installments of 33% on February 4, 2009, 33% on February 4, 2010 and 34% on February 4, 2011.