CARTERS INC — Director's Dealing 2011

Aug 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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
2011-08-08	Common Stock	P	486876	$29.4698	Acquired	7159081	Indirect
2011-08-08	Common Stock	P	34965	$29.4698	Acquired	140240	Direct
2011-08-08	Common Stock	P	11000	$29.4698	Acquired	64599	Direct
2011-08-08	Common Stock	P	10234	$29.8792	Acquired	7169315	Indirect
2011-08-08	Common Stock	P	735	$29.8792	Acquired	140975	Direct
2011-08-08	Common Stock	P	231	$29.8792	Acquired	64830	Direct
2011-08-09	Common Stock	P	325873	$29.0538	Acquired	7495188	Indirect
2011-08-09	Common Stock	P	23053	$29.0538	Acquired	164028	Direct
2011-08-09	Common Stock	P	7274	$29.0538	Acquired	72104	Direct
2011-08-10	Common Stock	P	237037	$29.4171	Acquired	7732225	Indirect
2011-08-10	Common Stock	P	16684	$29.4171	Acquired	180712	Direct
2011-08-10	Common Stock	P	5336	$29.4171	Acquired	77440	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	828019	Direct
Common Stock	144296	Direct
Common Stock	6944	Direct
Common Stock	72355	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 $28.82 to $29.81 per share, inclusive.

F3: Purchase prices range from $29.82 to $30.00 per share, inclusive.

F4: Purchase prices range from $28.35 to $29.25 per share, inclusive.

F5: Purchase prices range from $29.05 to $29.67 per share, inclusive.

F6: 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 410,190 shares through a wholly owned subsidiary for a total ownership of 5,809,626 shares. Berkshire Fund VII-A, L.P. ("Fund VII-A") acquired 76,686 shares through a wholly owned subsidiary for a total ownership of 1,086,126 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.

F7: 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.

F8: Represents shares held directly by Berkshire Investors IV LLC ("Investors IV"). Investors IV 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 Berkshire Investors III LLC ("Investors III"). Investors III 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.

F10: Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 8,622 shares through a wholly owned subsidiary for a total ownership of 5,818,248 shares. Fund VII-A acquired 1,612 shares through a wholly owned subsidiary for a total ownership of 1,087,738 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.

F11: Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 274,545 shares through a wholly owned subsidiary for a total ownership of 6,092,793 shares. Fund VII-A acquired 51,328 shares through a wholly owned subsidiary for a total ownership of 1,139,066 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.

F12: Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 199,703 shares through a wholly owned subsidiary for a total ownership of 6,292,496 shares. Fund VII-A acquired 37,334 shares through a wholly owned subsidiary for a total ownership of 1,176,400 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.

F13: 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.

F14: 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.

F15: 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.

F16: Represents shares held directly by Stockbridge Master Fund (OS), L.P. ("Master Fund"). 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.

F17: Represents shares held directly by Berkshire Partners.