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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Yalof Stephen
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)
President & COO
(Last)          (First)          (Middle)

3200 NORTHLINE AVE., SUITE 360
3. Date of Earliest Transaction (MM/DD/YYYY)

4/10/2020
(Street)

GREENSBORO, NC 27408
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/10/2020  A  249447 (1)A$0 249447 D  
Common Stock 4/10/2020  A  139861 (1)A$0 389308 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified Stock Option (Right to Buy) $7.15 4/10/2020  A   1000000     (2)4/10/2030 Common Stock 1000000.0 $0 1000000 D  
Notional Units (3)(4) (3)(4)4/10/2020  A   205480     (5) (3)(5)Common Stock 205480.0 $0 205480 D  

Explanation of Responses:
(1) Represents a grant of restricted common shares. The restricted common shares vest and the restrictions cease to apply on one-third of the award on each April 10th over a three-year period beginning April 10, 2021.
(2) Represents a grant of non-qualified share options. The options vest and the restrictions cease to apply on one-fourth of the award on each December 31st over a four-year period beginning December 31, 2020.
(3) Represents a grant of performance shares which may convert into an equivalent number of restricted common shares of the Company based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to a selected group, over the three-year measurement period from February 11, 2020 through February 10, 2023.
(4) 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 36.8% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 44.3%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 52.1%. With respect to the other 66.70% 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 the award 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 its peer group or greater during this period. The performance shares will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.
(5) Any restricted common shares earned on February 10, 2023 are subject to a time based vesting schedule. 50% of the shares will vest on February 15, 2023 and the remaining 50% will vest on February 15, 2024, contingent upon continued employment with the Company through the vesting dates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Yalof Stephen
3200 NORTHLINE AVE., SUITE 360
GREENSBORO, NC 27408


President & COO

Signatures
/s/ Eric Richardson, attorney-in-fact for Mr. Yalof4/14/2020
**Signature of Reporting PersonDate

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