SEC Form 4

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION						
Washington, D.C. 20549						
		OMB APPROVAL		
				
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP						
		OMB Number:	3235-0287			
		Estimated average burden		
				
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934		hours per response:	0.5			

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*
Moore Patrick Q

(Last)	(First)	(Middle)

3438 PEACHTREE ROAD NE SUITE 1800

2. Issuer Name and Ticker or Trading Symbol

CARTERS INC [ CRI ]

3. Date of Earliest Transaction (Month/Day/Year)

02/27/2023

5.	Relationship of Reporting Person(s) to Issuer (Check all applicable)

	Director	10% Owner		
X	Officer (give title	Other (specify		
	below)	below)		

EVP North America Retail

								4. If Amendment, Date of Original Filed (Month/Day/Year)		6. Individual or Joint/Group Filing (Check Applicable		
	(Street)													Line)							
																X   Form filed by One Reporting Person		
		ATLANTA	GA		30326													
																	Form filed by More than One Reporting		
																				
																		Person						
		(City)		(State)	(Zip)																		

					Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned						
														
	1. Title of Security (Instr. 3)	2. Transaction	2A. Deemed	3.	4. Securities Acquired (A) or		5. Amount of	6. Ownership	7. Nature		
						Date			Execution Date,	Transaction	Disposed Of (D) (Instr. 3, 4 and   Securities	Form: Direct	of Indirect		
						(Month/Day/Year)	if any		Code (Instr.	5)						Beneficially	(D) or Indirect	Beneficial		
									(Month/Day/Year)	8)							Owned Following	(I) (Instr. 4)	Ownership		
																		Reported		(Instr. 4)		
																						
											Code  V	Amount	(A) or	Price		Transaction(s)						
													(D)				(Instr. 3 and 4)						

	Common Stock			02/27/2023			A	5,404(1)	A		$0	41,623(2)	D					
	Common Stock			02/27/2023			A	5,404(3)	A		$0	47,027(2)	D					
						Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned						
						(e.g., puts, calls, warrants, options, convertible securities)									
																		
	1. Title of	2.		3. Transaction	3A. Deemed	4.		5. Number	6. Date Exercisable and	7. Title and			8. Price of	9. Number of    10.	11. Nature		
	Derivative	Conversion	Date	Execution Date,		Transaction	of	Expiration Date	Amount of			Derivative	derivative	Ownership	of Indirect		
	Security	or Exercise	(Month/Day/Year)  if any		Code (Instr.	Derivative	(Month/Day/Year)	Securities			Security	Securities	Form:	Beneficial		
	(Instr. 3)	Price of			(Month/Day/Year)	8)		Securities			Underlying	(Instr. 5)	Beneficially	Direct (D)	Ownership		
			Derivative						Acquired			Derivative					Owned	or Indirect	(Instr. 4)		
			Security							(A) or			Security (Instr.			Following	(I) (Instr. 4)					
										Disposed			3 and 4)					Reported						
										of (D)									Transaction(s)					
										(Instr. 3, 4									(Instr. 4)						
										and 5)															
																								
														Amount									
														or											
														Number									
											Date	Expiration		of											
								Code	V	(A)   (D)	Exercisable	Date	Title	Shares									

Explanation of Responses:

1.	These restricted shares are subject to restrictions that lapse in four equal annual installments beginning one year from the grant date.

2.	Some of these shares are restricted shares that are subject to either time-vesting or performance-based restrictions.

3.	These restricted shares cliff vest three years from the grant date based upon the achievement of certain targets.

Remarks:

Exhibit 24 - Power of Attorney

/s/Antonio D. Robinson,

Attorney-in-Fact

** Signature of Reporting Person

02/28/2023

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.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Antonio D. Robinson, Senior Vice President, General Counsel & Secretary, and

Alan Wynne, Corporate Counsel, signing singly, 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 “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 to timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)	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 Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date listed below.

Date February 21, 2023

By: /s/Patrick Q. Moore

Name: Patrick Q. Moore