TANGER INC. — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TANGER FACTORY OUTLET CENTERS, INC (SKT)
CIK: 0000899715
Period of Report: 2020-02-11

Reporting Person: Williams James Floyd (Executive VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-11	Common Stock	A	21091	—	Acquired	104398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-11	Notional Units	$	A	59590	Acquired		Common Stock (59590.0)	Direct

Footnotes

F1: Represents a grant of restricted common shares under the Company's Amended and Restated Incentive Award Plan. The restricted common shares vest and the restrictions cease to apply on one-third of the award on each February 15th over a three year period beginning February 15, 2021.

F2: 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.

F3: 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.

F4: 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.