CARTERS INC — Director's Dealing 2011

Jun 8, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2011-06-06

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30	Direct

Footnotes

F1: Represents shares held directly by Stockbridge Master Fund (OS), L.P. ("Master Fund"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Master Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Master 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.