CARTERS INC — Director's Dealing 2010

Nov 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2010-11-04

Reporting Person: Berkshire Partners LLC (10% Owner)
Reporting Person: Seventh Berkshire Associates LLC (10% Owner)
Reporting Person: Stockbridge Partners LLC (10% Owner)
Reporting Person: BERKSHIRE FUND VII L P (10% Owner)
Reporting Person: BERKSHIRE FUND VII-A L P (10% Owner)
Reporting Person: Berkshire Investors IV LLC (10% Owner)
Reporting Person: Berkshire Investors III LLC (10% Owner)
Reporting Person: Stockbridge Fund, L.P. (10% Owner)
Reporting Person: Stockbridge Absolute Return Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-04	Common Stock	P	40677	$27.4065	Acquired	5447607	Indirect
2010-11-04	Common Stock	P	568	$27.4065	Acquired	88931	Direct
2010-11-04	Common Stock	P	439	$27.4065	Acquired	39563	Direct
2010-11-04	Common Stock	P	1308	$27.4065	Acquired	186143	Direct
2010-11-04	Common Stock	P	10	$27.4065	Acquired	5756	Direct
2010-11-05	Common Stock	P	601687	$27.9114	Acquired	6049294	Indirect
2010-11-05	Common Stock	P	8602	$27.9114	Acquired	97533	Direct
2010-11-05	Common Stock	P	6866	$27.9114	Acquired	46429	Direct
2010-11-05	Common Stock	P	19833	$27.9114	Acquired	205976	Direct
2010-11-05	Common Stock	P	612	$27.9114	Acquired	6368	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22682	Direct

Footnotes

F1: The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

F2: The price reported represents the weighted average price. Purchase prices range from $27.38 to $27.43 per share, inclusive. Each of the Reporting Persons undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by such Reporting Person at each separate price within the range.

F3: The price reported represents the weighted average price. Purchase prices range from $27.36 to $28.12 per share, inclusive. Each of the Reporting Persons undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by such Reporting Person at each separate price within the range.

F4: Represents shares held indirectly by Berkshire Partners LLC ("Berkshire Partners"), Seventh Berkshire Associates LLC ("7BA") and Stockbridge Partners LLC ("Stockbridge Partners"). Berkshire Fund VII, L.P. ("Fund VII") acquired 33,209 shares through a wholly owned subsidiary for a total ownership of 4,447,528 shares. Berkshire Fund VII-A, L.P. ("Fund VII-A") acquired 6,177 shares through a wholly owned subsidiary for a total ownership of 831,478 shares. Stockbridge Partners acquired 1,291 shares for a total ownership of 168,601 shares on behalf of a managed account.

F5: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F6: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F7: Represents shares held directly by Stockbridge Fund, L.P. ("Stockbridge Fund"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Stockbridge Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Fund and SA LLC may be deemed to be, but do not admit to being, member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F8: Represents shares held directly by Stockbridge Absolute Return Fund, L.P. ("Stockbridge Absolute"). SA LLC is the sole general partner of Stockbridge Absolute. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Absolute and SA LLC may be deemed to be, but do not admit to being, member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F9: Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 490,569 shares through a wholly owned subsidiary for a total ownership of 4,938,097 shares. Fund VII-A acquired 91,713 shares through a wholly owned subsidiary for a total ownership of 923,191 shares. Stockbridge Partners acquired 19,405 shares for a total ownership of 188,006 shares on behalf of a managed account.

F10: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F11: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F12: Represents shares held directly by Stockbridge Fund. SA LLC is the sole general partner of Stockbridge Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Fund and SA LLC may be deemed to be, but do not admit to being, member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F13: Represents shares held directly by Stockbridge Absolute. SA LLC is the sole general partner of Stockbridge Absolute. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Absolute and SA LLC may be deemed to be, but do not admit to being, member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

F14: Represents shares held directly by Berkshire Partners.

F15: 7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners, 7BA and Stockbridge Partners are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, 7BA and Stockbridge Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.