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: Lynch Brian (President, Carter's, Inc.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-18	Common Stock	A	3500	—	Acquired	73529	Direct
2015-02-18	Common Stock	A	7000	—	Acquired	80529	Direct
2015-02-18	Common Stock	F	453	$82.40	Disposed	80076	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	7000	Acquired	2025-02-18	Common Stock (7000)	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.