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Filing Details

Accession Number:: 0001140361-11-041033
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-08-10 21:13:30
Reporting Period:: 2011-08-08

Filing Date:: 2011-08-10
Accepted Time:: 2011-08-10 21:13:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1060822	Carters Inc	CRI	Apparel & Other Finishd Prods Of Fabrics & Similar Matl (2300)	133912933

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1312988	Berkshire Partners Llc	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1374108	L.p. Vii-A Fund Berkshire	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1374109	L.p. Vii Fund Berkshire	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1501625	Stockbridge Fund, L.p.	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505181	Seventh Berkshire Associates Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505183	Stockbridge Partners Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505184	Berkshire Investors Iii Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505185	Berkshire Investors Iv Llc	C/O Berkshire Partners Llc 200 Clarendon Street, 35Th Floor Boston MA 02116	No	No	Yes	No
1505316	Stockbridge Associates Llc	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No
1506763	Stockbridge Fund M, L.p.	200 Clarendon Street 35Th Floor Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-08-08	486,876	$29.47	7,159,081	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2011-08-08	34,965	$29.47	140,240	No	4	P	Direct
Common Stock	Acquisiton	2011-08-08	11,000	$29.47	64,599	No	4	P	Direct
Common Stock	Acquisiton	2011-08-08	10,234	$29.88	7,169,315	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2011-08-08	735	$29.88	140,975	No	4	P	Direct
Common Stock	Acquisiton	2011-08-08	231	$29.88	64,830	No	4	P	Direct
Common Stock	Acquisiton	2011-08-09	325,873	$29.05	7,495,188	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2011-08-09	23,053	$29.05	164,028	No	4	P	Direct
Common Stock	Acquisiton	2011-08-09	7,274	$29.05	72,104	No	4	P	Direct
Common Stock	Acquisiton	2011-08-10	237,037	$29.42	7,732,225	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2011-08-10	16,684	$29.42	180,712	No	4	P	Direct
Common Stock	Acquisiton	2011-08-10	5,336	$29.42	77,440	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	See Footnotes
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership
Common Stock	828,019	Direct
Common Stock	144,296	Direct
Common Stock	6,944	Direct
Common Stock	72,355	Direct
Common Stock	22,682	Direct

Footnotes

The number of securities reported represents an aggregate number of shares purchased in multiple open market transactions over a range of purchase prices. The price reported represents the weighted average price. The applicable Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares purchased by such Reporting Person at each separate price within the range.
Purchase prices range from $28.82 to $29.81 per share, inclusive.
Purchase prices range from $29.82 to $30.00 per share, inclusive.
Purchase prices range from $28.35 to $29.25 per share, inclusive.
Purchase prices range from $29.05 to $29.67 per share, inclusive.
Represents shares held indirectly by Berkshire Partners LLC ("Berkshire Partners"), Seventh Berkshire Associates LLC ("7BA") and Stockbridge Partners LLC ("Stockbridge Partners"). Berkshire Fund VII, L.P. ("Fund VII") acquired 410,190 shares through a wholly owned subsidiary for a total ownership of 5,809,626 shares. Berkshire Fund VII-A, L.P. ("Fund VII-A") acquired 76,686 shares through a wholly owned subsidiary for a total ownership of 1,086,126 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.
7BA is the sole general partner of Fund VII and Fund VII-A. Berkshire Partners, 7BA and Stockbridge Partners are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of Berkshire Partners, 7BA and Stockbridge Partners disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Represents shares held directly by Berkshire Investors IV LLC ("Investors IV"). Investors IV may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held directly by Berkshire Investors III LLC ("Investors III"). Investors III may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 8,622 shares through a wholly owned subsidiary for a total ownership of 5,818,248 shares. Fund VII-A acquired 1,612 shares through a wholly owned subsidiary for a total ownership of 1,087,738 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.
Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 274,545 shares through a wholly owned subsidiary for a total ownership of 6,092,793 shares. Fund VII-A acquired 51,328 shares through a wholly owned subsidiary for a total ownership of 1,139,066 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.
Represents shares held indirectly by Berkshire Partners, 7BA and Stockbridge Partners. Fund VII acquired 199,703 shares through a wholly owned subsidiary for a total ownership of 6,292,496 shares. Fund VII-A acquired 37,334 shares through a wholly owned subsidiary for a total ownership of 1,176,400 shares. Stockbridge Partners has a total ownership of 263,329 shares on behalf of a managed account.
Represents shares held directly by Stockbridge Fund, L.P. ("Stockbridge Fund"). Stockbridge Associates LLC ("SA LLC") is the sole general partner of Stockbridge Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Fund and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held directly by Stockbridge Fund M, L.P. ("Stockbridge M"). SA LLC is the sole general partner of Stockbridge M. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge M and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held directly by Stockbridge Absolute Return Fund, L.P. ("Stockbridge Absolute"). SA LLC is the sole general partner of Stockbridge Absolute. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Stockbridge Absolute and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held directly by Stockbridge Master Fund (OS), L.P. ("Master Fund"). SA LLC is the sole general partner of Master Fund. SA LLC disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Master Fund and SA LLC may be deemed to be, but do not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Represents shares held directly by Berkshire Partners.