CARTERS INC — Director's Dealing 2013

May 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2013-05-12

Reporting Person: Rork Christopher (EVP of Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-12	Common Stock	F	1250	$69.79	Disposed	35676	Direct
2013-05-14	Common Stock	M	7500	$30.18	Acquired	43176	Direct
2013-05-14	Common Stock	S	7500	$70.03	Disposed	35676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-14	Employee Stock Option (Right to Purchase)	$30.18	M	7500	Acquired	2021-05-12	Common Stock (7500)	Direct

Footnotes

F1: The transaction reported in this Form 4 reflects withholding of shares of common stock to satisfy tax withholding obligations resulting from the vesting of restricted stock.

F2: Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

F3: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $69.92 to $70.11, 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.

F4: These time-vesting options are exercisable in four equal annual installments beginning one year from the grant.