Edgar Filing: TANGER STEVEN B

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TANGER STEVEN B

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

(Last)

(First)

(Middle)

3200 NORTHLINE AVENUE, SUITE 360

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2012

(Street)

GREENSBORO, NC 27408

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Limited Partnership Units ⁽¹⁾

$ 0

05/21/2012

G⁽²⁾

22,481 ⁽²⁾

⁽¹⁾

⁽³⁾

Common Stock

89,924

$ 0

22,481

By Trust

Limited Partnership Units ⁽¹⁾

$ 0

06/01/2012

G⁽⁴⁾

210,000 ⁽⁴⁾

⁽¹⁾

⁽³⁾

Common Stock

840,000

$ 0

0 ⁽⁵⁾

Limited Partnership Units ⁽¹⁾

$ 0

⁽¹⁾

⁽³⁾

Common Stock

2,817,208

704,302

By Tango 7 LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TANGER STEVEN B 3200 NORTHLINE AVENUE, SUITE 360 GREENSBORO, NC 27408	X		President and CEO

Signatures

/s/ James F. Williams, attorney-in-fact for Mr. Tanger		06/04/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each limited partnership unit is immediately exchangeable into 4 common shares of Tanger Factory Outlet Centers, Inc.
(2)	The securities were acquired by the Tanger 2012 Hancock Insurance Trust, of which Mr. Tanger and his sister, Susan Nehmen, are co-trustees. The beneficiaries of the trust are the grandchildren of Stanley and Doris Tanger, Mr. Tanger's parents. As such, Mr. Tanger disclaims beneficial ownership of these securities.
(3)	The limited partnership units have no expiration date.
(4)	Mr. Tanger has transferred such units to a trust as part of his long-term tax and financial planning strategy, including diversification of assets. Mr. Tanger is the beneficiary of the trust, but is not the trustee and does not otherwise have or share investment or voting control with respect to such securities held by the trust. As such, Mr. Tanger is no longer considered the beneficial owner of such units. Additionally, the trustee has informed Mr. Tanger that the units will be exchanged into common shares by the trust, and that such common shares are likely to be sold in the public market following the exchange.
(5)	Excludes 704,302 limited partnership units previously owned directly which were transferred to Tango 7, LLC on June 4, 2012. Mr. Tanger Tanger holds, directly or indirectly, all of the ownership interests in Tango 7 LLC and has sole investment and voting power with respect to these securities.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.