SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Berkshire Partners LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARTERS INC [ CRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/08/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2011		P		486,876(1)	A	$29.4698(1)(2)	7,159,081	I	See Footnotes(6)(7)
Common Stock	08/08/2011		P		34,965(1)	A	$29.4698(1)(2)	140,240	D(8)
Common Stock	08/08/2011		P		11,000(1)	A	$29.4698(1)(2)	64,599	D(9)
Common Stock	08/08/2011		P		10,234(1)	A	$29.8792(1)(3)	7,169,315	I	See Footnotes(7)(10)
Common Stock	08/08/2011		P		735(1)	A	$29.8792(1)(3)	140,975	D(8)
Common Stock	08/08/2011		P		231(1)	A	$29.8792(1)(3)	64,830	D(9)
Common Stock	08/09/2011		P		325,873(1)	A	$29.0538(1)(4)	7,495,188	I	See Footnotes(7)(11)
Common Stock	08/09/2011		P		23,053(1)	A	$29.0538(1)(4)	164,028	D(8)
Common Stock	08/09/2011		P		7,274(1)	A	$29.0538(1)(4)	72,104	D(9)
Common Stock	08/10/2011		P		237,037(1)	A	$29.4171(1)(5)	7,732,225	I	See Footnotes(7)(12)
Common Stock	08/10/2011		P		16,684(1)	A	$29.4171(1)(5)	180,712	D(8)
Common Stock	08/10/2011		P		5,336(1)	A	$29.4171(1)(5)	77,440	D(9)
Common Stock								828,019	D(13)
Common Stock								144,296	D(14)
Common Stock								6,944	D(15)
Common Stock								72,355	D(16)
Common Stock								22,682	D(17)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Berkshire Partners LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Seventh Berkshire Associates LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stockbridge Partners LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BERKSHIRE FUND VII L.P. (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* BERKSHIRE FUND VII-A L.P. (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Berkshire Investors IV LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Berkshire Investors III LLC (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* STOCKBRIDGE ASSOCIATES LLC (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stockbridge Fund, L.P. (Last) (First) (Middle) C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Stockbridge Fund M, L.P. (Last) (First) (Middle) 200 CLARENDON STREET 35TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Purchase prices range from $28.82 to $29.81 per share, inclusive.

3. Purchase prices range from $29.82 to $30.00 per share, inclusive.

4. Purchase prices range from $28.35 to $29.25 per share, inclusive.

5. Purchase prices range from $29.05 to $29.67 per share, inclusive.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. Represents shares held directly by Berkshire Partners.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

	Robert J. Small, Managing Director Berkshire Partners LLC	08/10/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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