CARTERS INC — Director's Dealing 2017

May 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARTERS INC (CRI)
CIK: 0001060822
Period of Report: 2017-05-05

Reporting Person: Westenberger Richard F. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-05	Common Stock	M	3150	$28.44	Acquired	55370	Direct
2017-05-05	Common Stock	S	3150	$93.1271	Disposed	52220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	Option (right to buy)	$28.44	M	3150	Disposed	2021-02-24	Common Stock (3150)	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 $93.06 to $93.30, 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.