SEC Form 4 · accession 0000899715-17-000023
TANGER INC. · SKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E. McDonough
Officer — EVP, Chief Operating Officer
Period of report
Jan 2, 2017
Accepted (ET)
Jan 4, 2017 · 6:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000899715
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 2, 2017 | M | 31,558 | $0.00 | A | 202,954 | D | |
| Common Stock | Jan 2, 2017 | F | 5,370 | $35.78 | D | 197,584 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional UnitsF2,F3,F4 | — | Jan 2, 2017 | M | 48,000 | D | — | — | Common Stock | 31,558 | 0 | D |
Explanation of responses
- F1Represents restricted shares received from the conversion of notional units. Based on the share price targets achieved, each notional unit was converted into .6575 restricted common shares. 50% of the shares vest on January 2, 2017 and the remaining 50% will vest on January 2, 2018, contingent upon continued employment with the Company through the vesting dates.
- F2Represents notional units, each of which converted into .6575 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 January 1, 2014 through December 31, 2016.
- F3With respect to 70% of the notional units (the Absolute Portion), 33.33% of this portion of the award would be earned if the Company's aggregate TSR equaled 25% over the three-year measurement period, 66.67% of the award would be earned if the Company's TSR equaled 30%, and 100% of this portion of the award would be earned if the Company's TSR equaled or exceeded 35%. With respect to 30% of the notional units (the Relative Portion), 33.33% of this portion of the award would be earned if the Company's TSR was in the 50th percentile of its peer group over the three-year measurement period, 66.67% of this portion of the award would be earned if the Company's TSR was in the 60th percentile of its peer group during this period, and 100% of this portion of the award would be earned if the Company's TSR was in the 70th percentile of its peer group or greater during this period.
- F493.9% of the Absolute Portion was actually earned and none of the Relative Portion was earned. The notional units convert on a pro-rata basis by linear interpolation between share price appreciation thresholds.