CARTERS INC — Director's Dealing 2010

Dec 2, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2010-11-30

Reporting Person: Stockbridge Fund M, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100	Direct

Footnotes

F1: (1) Represents shares held directly by Stockbridge Fund M, L.P. ("Stockbridge M"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Stockbridge M. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge M and SA LLC may be deemed to be, but do 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.