Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GILDAN ACTIVEWEAR INC.
Jurisdiction of Incorporation/Organization
CA
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • GILDAN ACTIVEWEAR INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

600 BOULEVARD DE MAISONNEUVE OUEST
33RD FLOOR
MONTREAL, A8 H3A 3J2
Phone Number: subscription required

Item 3. Related Persons

Name
GLENN J. CHAMANDY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
JAMES R. SCARBOROUGH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RICHARD P. STRUBEL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GONZALO F. VALDES-FAULI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RUSSELL GOODMAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
GEORGE HELLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SHEILA O'BRIEN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PIERRE ROBITAILLE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
WILLIAM D. ANDERSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT M. BAYLIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

MANUFACTURING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
04/11/2011

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
THE SHARES WERE OFFERED AS CONSIDERATION FOR A LEASE CONSOLIDATION AGREEMENT THAT WAS ENTERED INTO SIMULTANEOUSLY WITH A MERGER AGREEMENT.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
1067100
Total Amount Sold
1067100
Total Remaining to be Sold
0
Clarification of Response
TOTAL OFFERING AMOUNT EQUAL TO NUMBER OF SHARES OFFERED MULTIPLIED BY CLOSING PRICE ON NYSE ON APRIL 15, 2011 ($35.37 PER SHARE.) TOTAL AMOUNT SOLD IS BASED ON GILDAN'S GOOD FAITH VALUATION OF THE CONSIDERATION RECEIVED PER LEASE CONSOLIDATION AGREEMENT.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
GILDAN ACTIVEWEAR INC.
Issuer Signature
LINDSAY MATTHEWS
Signer Name
LINDSAY MATTHEWS
Signer Title
VICE-PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
Signature Date
04/21/2011

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