CARTERS INC — Director's Dealing 2015

Mar 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2015-03-03

Reporting Person: Williams Jeffrey B. (Senior VP Retail)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Common Stock	M	6000	$18.14	Acquired	36049	Direct
2015-03-03	Common Stock	S	6000	$90.37	Disposed	30049	Direct
2015-03-03	Common Stock	M	3000	$28.04	Acquired	33049	Direct
2015-03-03	Common Stock	S	3000	$90.37	Disposed	30049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-03	Employee Stock Option (Right to Purchase)	$18.14	M	6000	Disposed	2019-03-12	Common Stock (6000)	Direct
2015-03-03	Employee Stock Option (Right to Purchase)	$28.04	M	3000	Disposed	2020-02-16	Common Stock (3000)	Direct

Footnotes

F1: These options are fully exercisable.

F2: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $90.30 to $90.42, 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: Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.