SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

TANGER STEVEN B

(Last)

(First)

(Middle)

3200 NORTHLINE AVENUE, SUITE 360

(Street)

GREENSBORO

27408

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2011		W⁽¹⁾	46	A	$0	1,962	I	By Tanger-P.F. Properties, Inc.
Common Stock	11/14/2011		W⁽²⁾	12,624	A	$0	12,624	I	By Pigeon Forge Factory Stores, Inc.
Common Stock	12/30/2011		G	685,812⁽³⁾	D	$0	431,193	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Limited Partnership Units⁽⁴⁾	$0	11/14/2011		W⁽⁵⁾	247		06/01/2011	⁽⁷⁾	Common Stock	988	$0	10,700	I	By Tanger-P.F. Properties, Inc.
Limited Partnership Units⁽⁴⁾	$0	11/14/2011		W⁽⁶⁾	68,857		11/14/2011	⁽⁷⁾	Common Stock	275,428	$0	68,857	I	By Pigeon Forge Factory Stores, Inc.

Explanation of Responses:

1. On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Tanger P.F. Properties, Inc., which owns common shares of Tanger Factory Outlet Centers, Inc., to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Tanger-P.F. Properties, Inc. and since he may be deemed to have or share investment control of the common shares owned by Tanger-P.F. Properties, Inc., Mr. Tanger has reported his pecuniary interest in the common shares owned by Tanger P.F. Properties, Inc.

2. On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Pigeon Forge Factory Stores, Inc., which owns common shares of Tanger Factory Outlet Centers, Inc., to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Pigeon Forge Factory Stores, Inc., and since he may be deemed to have or share investment control of the common shares owned by Pigeon Forge Factory Stores, Inc., Mr. Tanger has reported his pecuniary interest in the common shares owned by Pigeon Forge Factory Stores, Inc.

3. Mr. Tanger indirectly contributed the shares to an irrevocable Trust of which he is a beneficiary, but of which he is not the trustee or investment advisor and therefore he has no investment control over the shares indirectly held by the Trust. Accordingly, Mr. Tanger is deemed to no longer be the beneficial owner of such shares.

4. Each limited partnership unit is exchangeable into 4 common shares of Tanger Factory Outlet Centers, Inc.

5. On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Tanger P.F. Properties, Inc., which owns limited partnership units in Tanger Properties Limited Partnership, to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Tanger-P.F. Properties, Inc. and since he may be deemed to have or share investment control of the limited partnership units owned by Tanger-P.F. Properties, Inc., Mr. Tanger has reported his pecuniary interest in the limited partnership units held by Tanger P.F. Properties, Inc.

6. On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Pigeon Forge Factory Stores, Inc., which owns limited partnership units in Tanger Properties Limited Partnership, to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Pigeon Forge Factory Stores, Inc., Inc. and since he may be deemed to have or share investment control of the limited partnership units owned by Pigeon Forge Factory Stores, Inc., Mr. Tanger has reported his pecuniary interest in the limited partnership units held by Pigeon Forge Factory Stores, Inc.

7. The limited partnership units have no expiration date.

	/s/ James F. Williams, attorney-in-fact for Mr. Tanger	02/13/2012
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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