CARTERS INC — Director's Dealing 2013

May 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2013-05-06

Reporting Person: CASEY MICHAEL DENNIS (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-06	Common Stock	M	50000	$14.81	Acquired	663208	Direct
2013-05-06	Common Stock	S	50000	$65.18	Disposed	613208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-06	Employee Stock Option (Right to Purchase)	$14.81	M	50000	Acquired	2014-03-22	Common Stock (50000)	Direct

Footnotes

F1: The transaction reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan. The shares in the reported transaction were acquired from an exercise of a stock option which was granted on March 22, 2004 and set to expire on March 22, 2014.

F2: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $64.83 to $65.41, 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.

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