CARTERS INC — Director's Dealing 2013

Aug 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2013-08-12

Reporting Person: Fitzgerald Lisa (EVP Brand Leader)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-12	Common Stock	M	20000	$28.04	Acquired	69899	Direct
2013-08-12	Common Stock	S	20000	$70.25	Disposed	49899	Direct
2013-08-12	Common Stock	M	600	$28.44	Acquired	50499	Direct
2013-08-12	Common Stock	S	600	$70.25	Disposed	49899	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-12	Employee Stock Option (Right to Purchase)	$28.04	M	20000	Acquired	2020-02-16	Common Stock (20000)	Direct
2013-08-12	Employee Stock Option (Right to Purchase)	$28.44	M	600	Acquired	2021-02-24	Common Stock (600)	Direct

Footnotes

F1: Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

F2: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $70.15 to $70.31, 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: These time-vesting options are exercisable in four equal annual installments beginning one year from the grant date.