Sec Form 4 Filing - NOLL RICHARD A @ Hanesbrands Inc. - 2015-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NOLL RICHARD A 2. Issuer Name and Ticker or Trading Symbol Hanesbrands Inc. [ HBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1000 EAST HANES MILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2015 (Street) WINSTON-SALEM, NC27105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/11/2015 M( 1 ) 529,928 A $ 6.28 1,633,804 ( 2 ) D Common Stock 03/11/2015 F( 3 ) 307,168 D $ 32 1,326,636 D Common Stock 03/12/2015 S( 1 ) 222,760 D $ 32.34 ( 4 ) 1,103,876 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 6.28 ( 5 ) 03/11/2015 M( 1 ) 529,928 ( 6 ) 02/04/2018 Common Stock 529,928 $ 6.28 ( 5 ) 2,080,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NOLL RICHARD A 1000 EAST HANES MILL ROAD WINSTON-SALEM, NC27105 X CEO Signatures Joia M. Johnson, attorney-in-fact 03/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 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. ( 2 )On 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. ( 3 )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 March 11, 2015 of $32.00. ( 4 )This 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. ( 5 )This 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. ( 6 )The option vests in three installments of 33% on February 4, 2009, 33% on February 4, 2010 and 34% on February 4, 2011.

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