UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Carter's, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
146229109
(CUSIP Number)
April 19, 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).
CUSIP No. 146229109
1. Names of Reporting Person
Matrix Capital Management Company LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 2,975,000
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 2,975,000
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,975,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.05%
12. Type of Reporting Person
IA, OO
CUSIP No. 146229109
1. Names of Reporting Person
David E. Goel
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
5. Sole Voting Power: 2,975,000
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 2,975,000
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,975,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
5.05%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer: Carter's, Inc.
(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:
Matrix Capital Management Company LLC
David E. Goel
(b) Address of Principal Business Offices:
Each of the Reporting Persons has its business address at:
Bay Colony Corporate Center
1000 Winter Street, Suite 4610
Waltham, MA 02451
(c) Citizenship:
Matrix Capital Management Company LLC is organized under the
laws of the State of Delaware.
David E. Goel is a Canadian citizen.
(d) Title of Class of Securities
Common Stock, $0.01 par value
(e) CUSIP Number: 146229109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership
Matrix Capital Management Company LLC, in its capacity as an
investment adviser, has the sole right to vote and dispose of the
Issuer's Common Stock. David E. Goel is the Managing Member of Matrix
Capital Management Company LLC. Matrix Capital Management Company LLC
and Mr. Goel disclaim beneficial ownership of the Common Stock of
the Issuer.
(a) Amount beneficially owned: 2,975,000
(b) Percent of class: 5.05%
(c)(i) Sole power to vote or direct the vote: 2,975,000
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition: 2,975,000
(iv) Shared power to dispose or direct the disposition: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
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
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Each of the Reporting Persons hereby makes the following 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.
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.
Date: April 20, 2012
Matrix Capital Management Company LLC
By: /s/ David E. Goel
--------------------------
Name: David E. Goel
Title: Managing Member
By: /s/ David E. Goel
--------------------------
Name: David E. Goel
Exhibit 1
AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities
Exchange Act of 1934, as amended, hereby agrees that only one statement
containing the information required by Schedule 13G needs be filed with
respect to the ownership by each of the undersigned of the shares of common
stock of Carter's, Inc. and that the Schedule 13G to which this Agreement is
appended as Exhibit 1 is to be filed with the Securities and Exchange
Commission on behalf of each of the undersigned on or about the date hereof.
Date: April 20, 2012
Matrix Capital Management Company LLC
By: /s/ David E. Goel
--------------------------
Name: David E. Goel
Title: Managing Member
By: /s/ David E. Goel
--------------------------
Name: David E. Goel