SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
D'Onofrio Anthony

(Last) (First) (Middle)
C/O MAIDENFORM BRANDS, INC.
485 F U.S. HIGHWAY 1 SOUTH

(Street)
ISELIN NJ 08830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Maidenform Brands, Inc. [ MFB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Supply Chain Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Shares 10/07/2013 D 5,812 D (1) 0 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Appreciation Right $21.2 10/07/2013 D 4,927 (2) 03/02/2019 Common Stock, par value $0.01 per share 4,927 (2) 0 D
Stock Appreciation Right $25.85 10/07/2013 D 4,084 (2) 08/01/2018 Common Stock, par value $0.01 per share 4,084 (2) 0 D
Performance Shares (3) 10/07/2013 D 1,201 (3) 02/27/2016 Common Stock, par value $0.01 per share 1,201 (3) 0 D
Performance Shares (4) 10/07/2013 A 1,201 (4) 02/27/2016 Common Stock, par value $0.01 per share 1,201 (4) 1,201 D
Performance Shares (4) 10/07/2013 D 1,201 (4) 02/27/2016 Common Stock, par value $0.01 per share 1,201 (4) 0 D
Explanation of Responses:
1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 23, 2013 (the "Merger Agreement"), by and among Maidenform Brands, Inc. (the "Issuer"), Hanesbrands Inc. ("Hanesbrands") and General Merger Sub Inc., an indirect wholly-owned subsidiary of Hanesbrands, these shares of the Issuer's common stock owned were converted into the right to receive the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
2. These stock-settled stock appreciation rights, which provided for vesting in four equal installments beginning on the first anniversary of the date of the grant, were canceled pursuant to the Merger Agreement in exchange for a cash payment representing the excess, if any, of the exercise price of the stock appreciation right over the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
3. These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at target level) based on the achievement of a specified total shareholder return for the Issuer's common stock, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
4. These performance share units, which by their terms were convertible into common stock of the Issuer on a 1-for-1 basis (at targer level) based on the achievement of a specified operating income goal for the Issuer, were deemed earned at the target level and canceled pursuant to the Merger Agreement in exchange for the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes.
Remarks:
/s/ Nanci Prado, as Attorney-in-Fact for Anthony D'Onofrio 10/07/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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