CARTERS INC — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2013-03-01

Reporting Person: PETTY JAMES C (Former President Retail Stores)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-01	Common Stock	S	14601	$56.00	Disposed	22500	Direct
2013-03-01	Common Stock	M	56250	$14.18	Acquired	78750	Direct
2013-03-01	Common Stock	S	56250	$55.59	Disposed	22500	Direct
2013-03-01	Common Stock	M	12500	$18.14	Acquired	35000	Direct
2013-03-01	Common Stock	S	12500	$55.59	Disposed	22500	Direct
2013-03-01	Common Stock	M	10500	$28.04	Acquired	33000	Direct
2013-03-01	Common Stock	S	10500	$55.59	Disposed	22500	Direct
2013-03-01	Common Stock	M	6000	$28.44	Acquired	28500	Direct
2013-03-01	Common Stock	S	6000	$55.59	Disposed	22500	Direct
2013-03-01	Common Stock	M	2000	$42.61	Acquired	24500	Direct
2013-03-01	Common Stock	S	2000	$55.59	Disposed	22500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Employee Stock Option (Right to Purchase)	$14.18	M	56250	Acquired	2018-07-01	Common Stock (56250)	Direct
2013-03-01	Employee Stock Option (Right to Purchase)	$18.14	M	12500	Acquired	2019-03-12	Common Stock (12500)	Direct
2013-03-01	Employee Stock Option (Right to Purchase)	$28.04	M	10500	Acquired	2020-02-16	Common Stock (15750)	Direct
2013-03-01	Employee Stock Option (Right to Purchase)	$28.44	M	6000	Acquired	2021-02-24	Common Stock (6000)	Direct
2013-03-01	Employee Stock Option (Right to Purchase)	$42.61	M	2000	Acquired	2022-02-22	Common Stock (2000)	Direct

Footnotes

F1: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $55.52 to $56.00, 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: These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

F3: All these options were exercisable as of the trade date.

F4: Granted at no cost to the reporting person.

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