15-12B


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 001-32891
HANESBRANDS INC.
(Exact name of registrant as specified in its charter)
1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105
(336) 519-8080
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Preferred Stock Purchase Rights(1)
(Title of each class of securities covered by this Form)

Common Stock, par value $0.01 per share
(Titles of all other classes of securities for which a duty
to file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)
 
þ
Rule 12g-4(a)(2)
 
o
Rule 12h-3(b)(1)(i)
 
o
Rule 12h-3(b)(1)(ii)
 
o
Rule 15d-6
 
þ

Approximate number of holders of record as of the certification or notice date: None

Pursuant to the requirements of the Securities Exchange Act of 1934, Hanesbrands Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

November 24, 2015
 
 
HANESBRANDS INC.
 
 
By:
/s/ Joia M. Johnson
 
Joia M. Johnson
 
Chief Legal Officer, General Counsel and Corporate Secretary









(1)
The Preferred Stock Purchase Rights (the “Rights”) expired on November 10, 2015 pursuant to the terms of the Rights Agreement, dated as of September 1, 2006, as amended on March 26, 2015 and October 27, 2015, between Hanesbrands Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent.

Instructions: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.