Sec Form 4 Filing - TANGER STEVEN B @ TANGER FACTORY OUTLET CENTERS INC - 2012-02-28

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 TANGER STEVEN B 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 3200 NORTHLINE AVENUE, SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2012 (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 02/28/2012 A 225,000 ( 1 ) A $ 0 757,800 D Common Stock 02/28/2012 S( 3 ) 27,478 D $ 29.005 ( 2 ) 730,322 D Common Stock 02/29/2012 G( 4 ) V 137,522 D $ 0 592,800 D Common Stock 12,624 I By Pigeon Forge Factory Stores, Inc. Common Stock 1,962 I By Tanger-P.F. Properties, Inc.

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TANGER STEVEN B 3200 NORTHLINE AVENUE, SUITE 360 GREENSBORO, NC27408 X President and CEO Signatures /s/ James F. Williams, attorney-in-fact for Mr. Tanger 02/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents equity awards granted by the Company pursuant to the terms of Mr. Tanger's amended and restated employment agreement dated February 28, 2012. Such equity awards consist of the following: 45,000 fully-vested common shares; 90,000 restricted common shares that will vest ratably over five years based on Mr. Tanger's continued employment and 90,000 restricted common shares that will vest ratably over five years based on Mr. Tanger's continued employment and the Company achieving specified shareholder returns. ( 2 )Represents weighted average sale price of multiple transactions ranging from $28.89 to $29.13. ( 3 )Securities sold pursuant to a plan intended to comply with Rule 10b5-1, previously adopted on December 11, 2008 and amended August 3, 2009, to direct the sale of certain restricted shares upon vesting to cover the applicable withholding taxes due upon vesting. ( 4 )Mr. Tanger indirectly contributed the shares to an irrevocable Trust of which he is a beneficiary, but of which he is not the trustee or investment advisor and therefore he has no investment control over the shares indirectly held by the Trust. Accordingly, Mr. Tanger is deemed to no longer be the beneficial owner of such shares.

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).

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