Steven B. Tanger - Feb 15, 2023 Form 4 Insider Report for TANGER FACTORY OUTLET CENTERS, INC (SKT)

Role: Executive Chair of the Board, Director
Signature: /s/ Thomas J. Guerrieri Jr., attorney-in-fact for Mr. Tanger
Stock symbol: SKT
Transactions as of: Feb 15, 2023
Transactions value $: -$1,802,450
Form type: 4
Date filed: 2/17/2023, 04:57 PM
Previous filing: Feb 3, 2023
Next filing: Mar 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SKT	Common Stock	Options Exercise	$0	+300K	+23.57%	$0.00	1.58M	Feb 15, 2023	Direct	F1
transaction	SKT	Common Stock	Tax liability	-$1.8M	-95.9K	-6.09%	$18.79	1.48M	Feb 15, 2023	Direct
holding	SKT	Common Stock						5K	Feb 15, 2023	By wife

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SKT	Notional Units	Options Exercise	$0	-300K	-100%	$0.00^*	0	Feb 15, 2023	Common Stock	300K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted common shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into one restricted common share. 50% of the shares vested 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.
F2	Represents notional units, each of which converted into an equivalent number of restricted common shares based on the Company's share price appreciation inclusive of all dividends (TSR), and its TSR relative to its peer group, over the three-year measurement period from February 11, 2020 through February 10, 2023, as certified by the Compensation Committee on February 14, 2023.
F3	With respect to 33.30% of the performance shares, 20% of this portion of the award was earned if the Company's aggregate TSR equals 36.8% over the 3-year measurement period, 60% of this portion of the award was earned if the Company's aggregate TSR equals 44.3%, and 100% of this portion of the award was 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 was 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 was 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 was earned if the Company's TSR is in the 80th percentile of its peer group or greater during this period. The performance shares converted on a pro-rata basis by linear interpolation between share price appreciation thresholds.
F4	100% of the absolute and relative portions were actually earned. The notional units convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.