TANGER INC. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TANGER FACTORY OUTLET CENTERS INC (SKT)
CIK: 0000899715
Period of Report: 2014-01-01

Reporting Person: MORRISON LISA J (Senior VP Leasing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-01	Common Stock	M	44000	—	Acquired	65104	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Notional Units	$	M	18000	Disposed		Common Stock (44000.0)	Direct

Footnotes

F1: Represents restricted shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into 2.444 restricted common shares. The restricted shares will vest and restrictions will cease to apply on December 31, 2014.

F2: Each Notional Unit represents the right to receive one or more restricted common shares of the issuer contingent upon achieving designated share price targets determined at the end of a four-year measurement period ending on December 31, 2013. If the market price of issuer's common shares as of the end of the measurement period is at least $27.295 per share (but less than $29.245 per share), then each Notional Unit will convert into one restricted common share. If the market price of the issuer's common shares as of the end of the measurement period is at least $29.245 per share (but less than $31.19 per share), then each Notional Unit will convert into two restricted common shares. If the market price of issuer's common shares as of the end of the measurement period is at least $31.19 per share, then each Notional Unit will convert into three restricted common shares.

F3: These share price targets will be reduced on a penny-for-penny basis with respect to any dividend payments made during the measurement period, provided that in no event will the minimum price target be below $24.18 per share. The conversion ratios for any share prices in between the above targets will be calculated by linear interpolation. If at the end of the four-year measurement period the issuer's share price does not achieve a market price of $27.295 per share, adjusted for any dividends, but such common shares performed above the 50th percentile of the issuer's peer group in terms of total return to shareholders, including the reinvestment of dividends, then each Notional Unit will convert into one restricted common share. Restricted shares issued will vest and restrictions will cease to apply on December 31, 2014.