4//SEC Filing
Bratspies Stephen B 4
Accession 0001193125-25-303355
CIK 0001359841other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 10:10 AM ET
Size
15.0 KB
Accession
0001193125-25-303355
Insider Transaction Report
Form 4
Bratspies Stephen B
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2025-12-01−962,058→ 919,600 total - Disposition to Issuer
Common Stock
2025-12-01−919,600→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2025-12-01−83,333→ 0 totalExercise: $14.32Exp: 2030-08-03→ Common Stock (83,333 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-12-01−83,334→ 0 totalExercise: $20.05Exp: 2030-08-03→ Common Stock (83,334 underlying)
Footnotes (4)
- [F1]Disposed of 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. Pursuant to the Merger Agreement, each share of the Issuer's common stock ("Hanesbrands Common Stock") reported on this Form 4 was ultimately converted into the right to receive (a) 0.102 common shares of Gildan ("Gildan Common Shares") and (b) $0.80 in cash, without interest.
- [F2]Pursuant to the Merger Agreement, 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 Gildan Common Shares subject to each such Gildan RSU was determined by multiplying the number of shares of Hanesbrands Common Stock 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.
- [F3](Continued from Footnote 2) 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.
- [F4]Pursuant to the Merger Agreement, each outstanding stock option of the Issuer (each, a "Hanesbrands Option"), whether vested or unvested, was ultimately converted into a Gildan stock option (each, a "Gildan Option"). The number of Gildan Common Shares subject to each such Gildan Option was determined by multiplying the number of shares of Hanesbrands Common Stock subject to such Hanesbrands Option 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. The exercise price per Gildan Common Share with respect to each Gildan Option was determined by dividing the exercise price per share of Hanesbrands Common Stock with respect to the related Hanesbrands Option by the Equity Award Exchange Ratio, rounding up to the nearest whole cent.
Documents
Issuer
Hanesbrands Inc.
CIK 0001359841
Entity typeother
Related Parties
1- filerCIK 0001818305
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 10:10 AM ET
- Size
- 15.0 KB