X0303 4 2010-11-16 0 0000887150 HAMPSHIRE GROUP LTD HAMP 0001369119 Woodward Peter H C/O HAMPSHIRE GROUP, LIMITED 114 WEST 41ST STREET NEW YORK NY 10036 1 0 0 0 Common Stock 2010-11-16 4 P 0 9320 3.25 A 50218 D Common Stock 2010-11-17 4 P 0 10000 3.34 A 60218 D Common Stock 20000 D Includes 20,000 restricted shares awarded pursuant to the Hampshire Group, Limited (the "Company") 2009 Equity Incentive Plan for services as a director. 2,000 of the restricted shares are subject to time-based vesting while 18,000 of the restricted shares are subject to performance-based vesting. With respect to time-based vesting, 500 shares vested on March 31, 2010, and the remaining shares will vest ratably on each March 31 of 2011 through 2013, subject to Mr. Woodward's continued service with the Company. With respect to performance-based vesting, the shares will vest ratably on each March 31 of 2011 through 2014, provided that, as of each such vesting date, the Company's consolidated return on operating income for the preceding fiscal year has reached specified targets. Exhibit List: Exhibit 24 - Power of Attorney /s/ Peter H. Woodward 2010-11-18