CARTERS INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2016-02-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	200	$100.50	Disposed	80838	Direct
2016-02-29	Common Stock	S	1780	$101.66	Disposed	79058	Direct
2016-02-29	Common Stock	S	4720	$102.54	Disposed	74338	Direct
2016-02-29	Common Stock	S	300	$103.07	Disposed	74038	Direct

Footnotes

F1: The transaction reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan.

F2: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $100.00 to $100.99, 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.

F4: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $101.04 to $101.99, 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

F5: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $102.01 to $102.90, 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

F6: This is a weighted average price. The shares were sold in multiple trade executions at prices ranging from $103.00 to $103.11, 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