Sec Form 4 Filing - Williams James Floyd @ TANGER FACTORY OUTLET CENTERS INC - 2012-05-30

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 Williams James Floyd 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) Sr.Vice President & Controller (Last) (First) (Middle) 3200 NORTHLINE AVENUE, SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2012 (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 05/30/2012 M 3,000 A $ 9.7075 38,956 D Common Stock 05/30/2012 S 3,000 D $ 31.15 35,956 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 Limited Partnership Unit Option (Right to Buy) ( 1 ) $ 9.7075 05/30/2012 M 3,000 04/27/2005( 2 ) 04/27/2014 Common Stock 3,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams James Floyd 3200 NORTHLINE AVENUE, SUITE 360 GREENSBORO, NC27408 Sr.Vice President & Controller Signatures /s/ James F. Williams 05/31/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options to purchase limited partnership units of Tanger Properties Limited Partnership, granted pursuant to the Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. The number of options and the exercise prices stated above have been adjusted to relfect the effect of the prior splits of the common shares of Tanger Factory Outlet Centers, Inc. ( 2 )The option becomes exercisable in five equal annual installments, commencing one year from the date of grant.

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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