SEC Form 4 · accession 0001359841-15-000155
Hanesbrands Inc. · HBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Howard Upchurch Jr.
Officer — Group President, IW Americas
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 4:32 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 Stock | Sep 16, 2015 | M | 121,952 | $5.60 | A | 595,794 | D | |
| Common StockF1 | Sep 16, 2015 | F | 70,018 | $30.15 | D | 525,776 | D | |
| Common Stock | Sep 16, 2015 | M | 121,952 | $5.60 | A | 647,728 | D | |
| Common StockF2 | Sep 16, 2015 | F | 69,360 | $30.16 | D | 578,368 | D | |
| Common Stock | Sep 16, 2015 | M | 55,492 | $5.60 | A | 633,860 | D | |
| Common StockF3 | Sep 16, 2015 | F | 31,868 | $30.11 | D | 601,992 | D | |
| Common Stock | Sep 16, 2015 | M | 91,036 | $5.60 | A | 693,028 | D | |
| Common StockF4 | Sep 16, 2015 | F | 52,278 | $30.115 | D | 640,750 | D | |
| Common StockF5 | Sep 16, 2015 | S | 166,906 | $30.06 | D | 473,844 | 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)F6,F7 | $5.60 | Sep 16, 2015 | M | 121,952 | D | — | Sep 26, 2016 | Common Stock | 121,952 | 0 | D |
| Employee Stock Option (right to buy)F6,F8 | $5.60 | Sep 16, 2015 | M | 121,952 | D | — | Sep 26, 2016 | Common Stock | 121,952 | 0 | D |
| Employee Stock Option (right to buy)F9,F10 | $5.60 | Sep 16, 2015 | M | 55,492 | D | — | Sep 26, 2016 | Common Stock | 55,492 | 0 | D |
| Employee Stock Option (right to buy)F11,F12 | $5.60 | Sep 16, 2015 | M | 91,036 | D | — | Sep 26, 2016 | Common Stock | 91,036 | 0 | D |
Explanation of responses
- F1Represents 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 September 16, 2015 of $30.15.
- F10The options were immediately exercisable upon grant on September 26, 2006.
- F11This option was previously reported as covering 22,759 shares at an exercise price of $22.37 per share, but was adjusted to reflect a 4-for-1 stock split that occurred on March 3, 2015.
- F12The options vest in two equal annual installments on August 31, 2007 and August 31, 2008.
- F2Represents 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 September 16, 2015 of $30.16.
- 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 September 16, 2015 of $30.11.
- F4Represents 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 September 16, 2015 of $30.115.
- F5This transaction was executed in multiple trades at prices ranging from $29.965 to $30.19. 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.
- F6This option was previously reported as covering 30,488 shares at an exercise price of $22.37 per share, but was adjusted to reflect a 4-for-1 stock split that occurred on March 3, 2015.
- F7The options vest in three installments of 33% on September 26, 2007, 33% on September 26, 2008 and 34% on September 26, 2009.
- F8The options vested in three installments of 33% on September 26, 2007, 33% on September 26, 2008 and 34% on September 26, 2009.
- F9This option was previously reported as covering 13,873 shares at an exercise price of $22.37 per share, but was adjusted to reflect a 4-for-1 stock split that occurred on March 3, 2015.