SEC Form 4 · accession 0001359841-15-000237
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
Dec 7, 2015
Accepted (ET)
Dec 9, 2015 · 5:22 pm EST
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 | Dec 7, 2015 | S | 199,800 | $30.24 | D | 1,060,540 | D | |
| Common Stock | Dec 7, 2015 | S | 200 | $30.95 | D | 1,060,340 | D | |
| Common StockF3 | Dec 8, 2015 | A | 132,472 | $0.00 | A | 1,192,812 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F5,F7 | — | Dec 8, 2015 | I | 251,469 | D | — | — | Common Stock | 251,469 | 153,739 | D |
Explanation of responses
- F1The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 9, 2015. For additional information, please refer to Item 5 of the Issuer's Quarterly Report on Form 10-Q filed with the SEC on October 29, 2015.
- F2This transaction was executed in multiple trades at prices ranging from $29.84 to $30.62. 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.
- F3Consists of restricted stock units that upon vesting are settled on a one-for-one basis in shares of common stock, vesting in three installments of 33% on December 8, 2016, 33% on December 8, 2017 and 34% on December 8, 2018.
- F4Represents an HBI Stock Fund balance under the Hanesbrands Inc. Executive Deferred Compensation Plan (the "Plan"). Balances in the HBI Stock Fund are settled on a share-for-share basis of Hanesbrands Inc. common stock.
- F51-for-1
- F6Represents a reallocation of the Reporting Person's HBI Stock Fund balance under the Plan.
- F7Balances 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.