Sec Form 4 Filing - Perry Chad @ TANGER FACTORY OUTLET CENTERS, INC - 2021-02-17

Insider filing report for Changes in Beneficial Ownership
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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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Perry Chad
2. Issuer Name and Ticker or Trading Symbol
TANGER FACTORY OUTLET CENTERS, INC [ SKT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP,General Counsel,Secretary
(Last) (First) (Middle)
3200 NORTHLINE AVENUE, SUITE 360
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2021
(Street)
GREENSBORO, NC27408
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/17/2021 M 7,085 ( 1 ) A $ 0 101,872 D
Common Stock 02/17/2021 F 1,574 D $ 14.1 100,298 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Notional Units ( 2 ) ( 3 ) ( 4 ) ( 2 ) ( 3 ) ( 4 ) 02/17/2021 M 7,085 ( 2 ) ( 2 )( 3 )( 4 ) Common Stock 7,085 ( 2 ) ( 3 ) ( 4 ) $ 0 ( 2 ) ( 3 ) ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perry Chad
3200 NORTHLINE AVENUE, SUITE 360
GREENSBORO, NC27408
EVP,General Counsel,Secretary
Signatures
/s/ James F. Williams, attorney-in-fact for Mr. Perry 02/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into .2037 restricted common shares. 50% of the sharesvest on February 17, 2021 and the remaining 50% will vest on February 17, 2022, contingent upon continued employment with the Company through the vesting dates.
( 2 )Represents notional units, each of which converted into .2037 restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group,over the three-year measurement period from February 16, 2018 through February 15, 2021.
( 3 )With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 19.1% over the 3-year measurement period, 60% of this portion ofthe award will be earned if the Company's aggregate TSR equals 24.23%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 29.5%. With respect to the other66.70% of the performance shares, 20% of this portion of the award will be earned if the Company's TSR is in the 30th percentile of its peer group over the 3-year measurement period, 60% of this portion of theaward will be earned if the Company's TSR is in the 55th percentile of its peer group during this period, and 100% of this portion of the award will be earned if the Company's TSR is in the 80th percentile of itspeer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.
( 4 )30.52% of the relative portion was actually earned and none of the absolute portion was earned. The notional units convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.

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