CARTERS INC — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2015-02-18

Reporting Person: Westenberger Richard F. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	A	1700	—	Acquired	49672	Direct
2015-02-18	Common Stock	A	3400	—	Acquired	53072	Direct
2015-02-18	Common Stock	F	182	$82.40	Disposed	52890	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-18	Employee Stock Option (Right to Purchase)	$82.40	A	3400	Acquired	2025-02-18	Common Stock (3400)	Direct

Footnotes

F1: These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

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

F3: These restricted shares cliff vest based upon the achievement of certain 2017 earnings targets.

F4: 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.

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