4//SEC Filing
Irvin Mark A 4
Accession 0001193125-25-303314
CIK 0001359841other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 9:58 AM ET
Size
9.3 KB
Accession
0001193125-25-303314
Insider Transaction Report
Form 4
Irvin Mark A
Director
Transactions
- Disposition to Issuer
Common Stock
2025-12-01−18,630→ 0 total - Disposition to Issuer
Phantom Stock
2025-12-01−58,492→ 0 total→ Common Stock (58,492 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2025 (the "Merger Agreement"), by and among the Issuer, Gildan Activewear Inc. ("Gildan"), Galaxy Merger Sub 2, Inc., a direct wholly owned subsidiary of Gildan ("Second Gildan Merger Sub"), Galaxy Merger Sub 1, Inc., a direct wholly owned subsidiary of Second Gildan Merger Sub ("First Gildan Merger Sub"), Helios Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Hanesbrands Holdco"), and Helios Merger Sub, Inc., a direct wholly owned subsidiary of Hanesbrands Holdco, each outstanding restricted stock unit of the Issuer (each, a "Hanesbrands RSU"), whether vested or unvested, was ultimately converted into a Gildan restricted stock unit (each, a "Gildan RSU"). The number of common shares of Gildan ("Gildan Common Shares") subject to each such Gildan RSU was determined by multiplying the number of shares of the Issuer's common stock ("Hanesbrands Common Stock")
- [F2](Continued from Footnote 1) subject to such Hanesbrands RSU immediately prior to the First Gildan Merger Effective Time (as defined in the Merger Agreement) by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares. The "Equity Award Exchange Ratio" means the sum of (a) 0.102 and (b) the quotient, rounded to two decimal places, obtained by dividing (i) $0.80 by (ii) the average of the volume weighted averages of the trading prices of Gildan Common Shares on the New York Stock Exchange on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the date on which the closing of the transactions pursuant to the Merger Agreement occurs.
- [F3]Represents (x) equity retainers or long-term incentive payments comprised of an award that is subject to a deferral election pursuant to a deferral plan of the Issuer (each, a "Deferred Hanesbrands RSU") and (y) Hanesbrands RSUs corresponding to a cash deferral invested in a stock equivalent account under a deferral plan of the Issuer (each, a "Stock Equivalent Hanesbrands RSU"), as applicable. Pursuant to the Merger Agreement, each outstanding Deferred Hanesbrands RSU and Stock Equivalent Hanesbrands RSU was ultimately converted into a Gildan RSU. The number of Gildan Common Shares subject to each such Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Deferred Hanesbrands RSU or Stock Equivalent Hanesbrands RSU immediately prior to the First Gildan Merger Effective Time by the Equity Award Exchange Ratio, rounding down to the nearest whole number of Gildan Common Shares.
Documents
Issuer
Hanesbrands Inc.
CIK 0001359841
Entity typeother
Related Parties
1- filerCIK 0001911645
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 9:58 AM ET
- Size
- 9.3 KB