CARTERS INC — Major Shareholding Notification 2013

Feb 14, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Carter’s, Inc. (Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities)

146229109 (CUSIP Number)

DECEMBER 31, 2012 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

| * The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page. |
| --- |
| The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes ). |

$$/page=

CUSIP No. 146229109 13G/A Page 2 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
Capital Management LP
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		1,770,163
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,770,163
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,163
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	3.0%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 146229109 13G/A Page 3 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
GP LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		1,770,163
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,770,163
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,163
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	3.0%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	OO

$$/page=

CUSIP No. 146229109 13G/A Page 4 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
Associates LLC
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		1,770,163
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,770,163
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,163
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	3.0%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	OO

$$/page=

CUSIP No. 146229109 13G/A Page 5 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Jonathon
S. Jacobson
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	United
States
	5.	SOLE VOTING POWER
NUMBER OF		1,770,163
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,770,163
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,770,163
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	3.0%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	IN

$$/page=

CUSIP No. 146229109 13G/A Page 6 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
Capital I LP
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		131,613
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		131,613
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	131,613
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	0.2%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 146229109 13G/A Page 7 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
Capital II LP
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		447,870
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		447,870
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	447,870
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	0.8%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 146229109 13G/A Page 8 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
	Highfields
Capital III L.P.
2.	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Cayman
Islands
	5.	SOLE VOTING POWER
NUMBER OF		1,190,680
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,190,680
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,190,680
10.	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
	2.0%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	PN

$$/page=

CUSIP No. 146229109 13G/A Page 9 of 19 Pages

Item 1	(a).	Name of Issuer:
		Carter’s, Inc. (the “Issuer”)
Item 1	(b).	Address of Issuer’s Principal Executive
Offices:
		The Proscenium, 1170 Peachtree Street NE, Suite
900, Atlanta, Georgia 30309
Item 2	(a).	Name of Person Filing:
		This statement is being filed by the following
persons with respect to the shares of common stock (“Common Stock”) of the
Issuer directly owned by Highfields Capital I LP (“Highfields I”),
Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P.
(“Highfields III” and, together with Highfields I and Highfields II, the
“Funds”):

| (i) | Highfields Capital Management LP, a Delaware limited
partnership (“Highfields Capital Management”) and investment manager to
each of the Funds; |
| --- | --- |
| (ii) | Highfields GP LLC, a Delaware limited liability company
(“Highfields GP”) and the General Partner of Highfields Capital
Management; |
| (iii) | Highfields Associates LLC, a Delaware limited liability
company (“Highfields Associates”) and the General Partner of the
Funds; |
| (iv) | Jonathon S. Jacobson, the Managing Member of Highfields
GP and the Senior Managing Member of Highfields Associates; |
| (v) | Highfields I, a Delaware limited partnership; |
| (vi) | Highfields II, a Delaware limited partnership;
and |
| (vii) | Highfields III, an exempted limited partnership organized
under the laws of the Cayman Islands. |

| Highfields Capital Management, Highfields GP,
Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and
Highfields III are sometimes individually referred to herein as a
“Reporting Person” and collectively as the “Reporting Persons.” — Address of Principal Business Office or, if
None, Residence: |
| --- |
| Address for Highfields Capital Management,
Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I and
Highfields II: |
| c/o Highfields Capital Management LP |
| John Hancock Tower |
| 200 Clarendon Street, 59th Floor |
| Boston, Massachusetts 02116 |

$$/page=

CUSIP No. 146229109 13G/A Page 10 of 19 Pages

		Address for Highfields III:
		c/o State Street (Cayman) Trust Limited, d/b/a International Fund Services
		Suite 3307, Gardenia Court
		45 Market Street, Camana Bay
		P.O. Box 896
		Grand Cayman KY1-1103
		Cayman Islands
Item 2	(c).	Citizenship:
		Highfields Capital Management – Delaware
		Highfields GP – Delaware
		Highfields Associates – Delaware
		Jonathon S. Jacobson – United States
		Highfields I – Delaware
		Highfields II – Delaware
		Highfields III – Cayman Islands
Item 2	(d).	Title of Class of Securities:
		Common Stock, $0.01 par value
Item 2	(e).	CUSIP Number:
		146229109
Item
3.	Not applicable.

CUSIP No. 146229109 13G/A Page 11of 19 Pages

Item 4.
For Highfields Capital Management, Highfields
GP, Highfields Associates and Mr. Jacobson:

| (a) | Amount beneficially owned: 1,770,163 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 3.0% | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
1,770,163 |
| | (ii) | Shared power to vote or to direct the vote: -0- |
| | (iii) | Sole power to dispose or to direct the disposition of:
1,770,163 |
| | (iv) | Shared power to dispose or to direct the disposition of:
-0- |

For Highfields I:

| (a) | Amount beneficially owned: 131,613 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 0.2 % | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
131,613 |
| | (ii) | Shared power to vote or to direct the vote: -0- |
| | (iii) | Sole power to dispose or to direct the disposition of:
131,613 |
| | (iv) | Shared power to dispose or to direct the disposition of:
-0- |

For Highfields II:

| (a) | Amount beneficially owned: 447,870 shares of Common
Stock |
| --- | --- |
| (b) | Percent of class: 0.8 % |
| (c) | Number of shares as to which such person has: (i) Sole
power to vote or to direct the vote: 447,870 |

$$/page=

CUSIP No. 146229109 13G/A Page 12 of 19 Pages

(ii)	Shared power to vote or to direct the vote: -0-
(iii)	Sole power to dispose or to direct the disposition of:
447,870
(iv)	Shared power to dispose or to direct the disposition of:
-0-

For Highfields III:

| (a) | Amount beneficially owned: 1,190,680 shares of Common
Stock | |
| --- | --- | --- |
| (b) | Percent of class: 2.0% | |
| (c) | Number of shares as to which such person has: | |
| | (i) | Sole power to vote or to direct the vote:
1,190,680 |
| | (ii) | Shared power to vote or to direct the vote: -0- |
| | (iii) | Sole power to dispose or to direct the disposition of:
1,190,680 |
| | (iv) | Shared power to dispose or to direct the disposition of:
-0- |

$$/page=

CUSIP No. 146229109 13G/A Page 13 of 19 Pages

| Item 5. | Ownership of Five Percent or Less
of a Class. |
| --- | --- |
| | Yes. |
| Item 6. | Ownership of More than Five
Percent on Behalf of Another Person. |
| | Not applicable. |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person. |
| | Not applicable. |
| Item 8. | Identification and Classification
of Members of the Group. |
| | See Exhibit 2 attached hereto. |
| | Each Reporting Person disclaims
beneficial ownership of the shares of Common Stock beneficially owned by
the other Reporting Persons. |
| Item 9. | Notice of Dissolution of
Group. |
| | Not applicable. |
| Item 10. | Certification . |
| | By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

$$/page=

CUSIP No. 146229109 13G/A Page 14 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2013
Date
HIGHFIELDS CAPITAL MANAGEMENT LP
By: Highfields GP LLC, its General Partner
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS GP LLC
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS ASSOCIATES LLC
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
JONATHON S. JACOBSON
/s/
Joseph F. Mazzella*
Signature
Joseph F. Mazzella, Attorney in Fact
Name/Title
*by power of attorney

$$/page=

CUSIP No. 146229109 13G/A Page 15 of 19 Pages

HIGHFIELDS CAPITAL I LP
By: Highfields Associates LLC, its General
Partner
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS CAPITAL II LP
By: Highfields Associates LLC, its General
Partner
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS CAPITAL III L.P.
By: Highfields Associates LLC, its General
Partner
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title

$$/page=

CUSIP No. 146229109 13G/A Page 16 of 19 Pages

EXHIBIT INDEX

| Exhibit 1. | Joint Filing
Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended. |
| --- | --- |
| Exhibit 2. | List of Members of
Group |

$$/page=

CUSIP No. 146229109 13G/A Page 17 of 19 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

February 14, 2013
Date
HIGHFIELDS CAPITAL MANAGEMENT LP
By: Highfields GP LLC, its General Partner
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS GP LLC
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS ASSOCIATES LLC
/s/
Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
JONATHON S. JACOBSON
/s/
Joseph F. Mazzella*
Signature

$$/page=

CUSIP No. 146229109 13G/A Page 18 of 19 Pages

| Joseph F.
Mazzella, Attorney in Fact |
| --- |
| Name/Title |
| *by power of attorney |
| HIGHFIELDS CAPITAL I LP |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F.
Mazzella |
| Signature |
| Joseph F.
Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL II LP |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F.
Mazzella |
| Signature |
| Joseph F.
Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL III L.P. |
| By: Highfields Associates LLC, its General Partner |
| /s/ Joseph F.
Mazzella |
| Signature |
| Joseph F.
Mazzella, Authorized Signatory |
| Name/Title |

$$/page=

CUSIP No. 146229109 13G/A Page 19 of 19 Pages

Exhibit 2

MEMBERS OF GROUP

Highfields Capital Management LP Highfields GP LLC Highfields Associates LLC Jonathon S. Jacobson Highfields Capital I LP Highfields Capital II LP Highfields Capital III L.P.