CARTERS INC — Director's Dealing 2011

Apr 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2011-04-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-05	Common Stock	P	43800	$29.6743	Acquired	619095	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6672205	Indirect
Common Stock	75282	Direct
Common Stock	105275	Direct
Common Stock	53599	Direct
Common Stock	6944	Direct
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 purchase prices. The price reported represents the weighted average price. The applicable Reporting Person 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.

F2: Purchase prices range from $29.36 to $29.85 per share, inclusive.

F3: 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, 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.

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") has a total ownership of 5,399,436 shares. Berkshire Fund VII-A, L.P. ("Fund VII-A") has a total ownership of 1,009,440 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.

F5: 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.

F6: Represents shares held directly by Stockbridge Fund M, L.P. ("Stockbridge M"). 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.

F7: 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.

F8: 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.

F9: 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, 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.

F10: Represents shares held directly by Berkshire Partners.