SEC FORM 4

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^*

ROSE KAREN M

(Last)

(First)

(Middle)

C/O MAIDENFORM BRANDS, INC.

485 F U.S. HIGHWAY 1 SOUTH

(Street)

ISELIN

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/07/2013		D		26,139	D	⁽¹⁾	0	D
Common Shares	10/07/2013		D		2,000	D	⁽¹⁾	0	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$19.11	10/07/2013		D			3,987	⁽²⁾	05/24/2014	Common Stock, par value $0.01 per share	3,987	⁽²⁾	0	D
Stock Appreciation Right	$14.46	10/07/2013		D			5,342	⁽²⁾	08/25/2015	Common Stock, par value $0.01 per share	5,342	⁽²⁾	0	D
Stock Appreciation Right	$9.89	10/07/2013		D			6,477	⁽²⁾	04/03/2016	Common Stock, par value $0.01 per share	6,477	⁽²⁾	0	D
Stock Option	$1.82	10/07/2013		D			7,314	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	7,314	⁽³⁾	0	D
Stock Option	$3.64	10/07/2013		D			7,314	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	7,314	⁽³⁾	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 three 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 stock options 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 option over the merger consideration of $23.50 per share in cash, without interest and less any applicable withholding taxes. 3,657 of these stock options expire on December 31, 2013 and 3,657 of these stock options expire on December 31, 2014.

Remarks:

	/s/ Nanci Prado, as Attorney-in-Fact for Karen M. Rose	10/07/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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