CARTERS INC — Director's Dealing 2011

Aug 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2011-08-16

Reporting Person: WHETZEL CHARLES E JR (Fmr EVP-Chief Supply Chai)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-16	Common Stock	M	60000	$22.00	Acquired	206651	Direct
2011-08-16	Common Stock	S	60000	$30.23	Disposed	146651	Direct
2011-08-16	Common Stock	M	20000	$14.18	Acquired	166651	Direct
2011-08-16	Common Stock	S	20000	$30.23	Disposed	146651	Direct
2011-08-16	Common Stock	M	5000	$18.14	Acquired	151651	Direct
2011-08-16	Common Stock	S	5000	$30.23	Disposed	146651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-16	Employee Stock Option (Right to Purchase)	$22.00	M	60000	Acquired		Common Stock (60000)	Direct
2011-08-16	Employee Stock Option (Right to Purchase)	$14.18	M	20000	Acquired		Common Stock (20000)	Direct
2011-08-16	Employee Stock Option (Right to Purchase)	$18.14	M	5000	Acquired		Common Stock (5000)	Direct

Footnotes

F1: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $29.84 to $30.59, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F2: All these options were exercisable as of the trade date.