CARTERS INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2016-05-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	4000	$28.04	Acquired	54964	Direct
2016-05-02	Common Stock	S	4000	$107.44	Disposed	50964	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Employee Stock Option (Right to Purchase)	$28.04	M	4000	Disposed	2020-02-16	Common Stock (4000)	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 $107.30 to $107.54, 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 options are all exercisable.