CARTERS INC — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2016-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	M	5400	$28.44	Acquired	36239	Direct
2016-03-01	Common Stock	M	5000	$30.17	Acquired	41239	Direct
2016-03-01	Common Stock	S	10400	$102.21	Disposed	30839	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Employee Stock Option (Right to Purchase)	$28.44	M	5400	Disposed	2021-02-24	Common Stock (5400)	Direct
2016-03-01	Employee Stock Option (Right to Purchase)	$30.17	M	5000	Disposed	2021-08-09	Common Stock (5000)	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 $101.68 to $102.61, 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.