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: Wilson Jill (SVP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	M	1500	$26.49	Acquired	25726	Direct
2016-02-29	Common Stock	M	1250	$28.04	Acquired	26976	Direct
2016-02-29	Common Stock	M	725	$28.44	Acquired	27701	Direct
2016-02-29	Common Stock	S	6185	$102.26	Disposed	21516	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Employee Stock Option (Right to Purchase)	$26.49	M	1500	Disposed	2019-08-05	Common Stock (1500)	Direct
2016-02-29	Employee Stock Option (Right to Purchase)	$28.04	M	1250	Disposed	2020-02-16	Common Stock (1250)	Direct
2016-02-29	Employee Stock Option (Right to Purchase)	$28.44	M	725	Disposed	2021-02-24	Common Stock (725)	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 $102.00 to $102.47, 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.