View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 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*
BLOOM BRADLEY M
(Last) (First) (Middle)
C/O BERKSHIRE PARTNERS LLC,
ONE BOSTON PLACE, SUITE 3300
(Street)
BOSTON MA 02108
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 05/12/2006 A 1,431(1) A $62.89 33,469 I See footnotes.(2)(3)
Common Stock 150,002 D
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
Explanation of Responses:
1. These shares were granted pursuant to the Issuer's Amended and Restated 2003 Equity Incentive Plan (the "Plan").
2. Of these shares, 4,053 shares are held by Berkshire Partners LLC ("Berkshire Partners"), of which Mr. Bloom is a member (shares include 1,311 shares granted pursuant to the Plan on May 12, 2005 for Mr. Bloom's service as a director, 1,311 shares granted pursuant to the Plan on the same date for the director service of another member of Berkshire Partners and 1,431 shares granted pursuant to the Plan on May 12, 2006 for Mr. Bloom's service as a director; pursuant to agreements between these individuals and Berkshire Partners, these shares were issued directly to Berkshire Partners).
3. The Reporting Person disclaims any beneficial ownership of any shares in which he does not have a pecuniary interst. The remaining 29,416 shares are held in four trusts for the benefit of the Reporting Person's children. The Reporting Person is not the trustee of, and does not retain investment control over, any of the trusts. The Reporting Person disclaims beneficial ownership of the securities in the trusts, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
Kenneth Bring, attorney in fact 05/16/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24

POWER OF ATTORNEY

	Know all by these presents, that the undersigned
hereby constitutes and appoints each of Julia F.
Selvig and Kenneth Bring as the undersigned's true and
lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or
director of Carter's, Inc.  (the "Company"), Forms 3,
4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder;

(2)	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable
to complete and execute any such Form 3, 4 or 5 and
timely file such form with the United States
Securities and Exchange Commission (the "SEC") and any
stock exchange or similar authority;

(3)	execute for and on behalf of the undersigned, in
connection with transactions by or attributable to the
undersigned in securities issued by the Company, Forms
144 in accordance with Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"), and any
other rules thereunder;

(4)	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable
to complete and execute any such Form 144 and timely
file such form with the SEC and any stock exchange or
similar authority; and

(5)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact
full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if
personally present, with full power of substitution or
revocation, hereby ratifying and confirming all the
acts such attorney-in-fact shall lawfully do or cause
to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16 of the
Exchange Act or Rule 144 of the Securities Act.

This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file Forms 3, 4, 5 and 144 with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.  This
Power of Attorney revokes all currently existing
powers of attorney granted by the undersigned with
respect to Forms 3, 4, 5 and 144 under Section 16(a)
of the Exchange Act and Rule 144 of the Securities Act
and the rules thereunder.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 10th day
of January, 2005.

By:  /s/ Bradley M. Bloom

Name:  Bradley M. Bloom

H-361025.1