CARTERS INC — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2012-02-22

Reporting Person: CASEY MICHAEL DENNIS (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	A	100000	—	Acquired	584981	Direct
2012-02-22	Common Stock	A	35000	—	Acquired	619981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Employee Stock (Right to Purchase)	$42.61	A	70000	Acquired	2022-02-22	Common Stock (70000)	Direct

Footnotes

F1: These restricted shares cliff vest based upon the achievement of certain 2014 earnings targets and are subject to a one year time-vesting period thereafter.

F2: Granted at no cost to the reporting person.

F3: These shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

F4: Some of these restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

F5: These time-vesting options are exercisable in four equal annual installments beginning one year from the grant date.