SEC Form 4 · accession 0000899715-17-000052
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
Feb 14, 2017
Accepted (ET)
Feb 16, 2017 · 6:17 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 | Feb 14, 2017 | A | 37,285 | $0.00 | A | 234,869 | D | |
| Common Stock | Feb 15, 2017 | F | 9,731 | $34.26 | D | 225,138 | 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 | — | Feb 14, 2017 | A | 56,700 | A | — | — | Common Stock | 56,700 | 56,700 | D |
Explanation of responses
- F1Represents 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, 2018.
- F2Represents 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 (TRS), and its TRS relative to its peer group, over the three-year measurement period from February 14, 2017 through February 13, 2020. The share price targets will be reduced on a penny-for-penny basis with respect to any dividend payments made during the measurement period.
- F3With respect to 50% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TRS equals 18% over the three-year measurement period, 60% of this portion of the award will be earned if the Company's TRS equals 26.5%, and 100% of this portion of the award will be earned if the Company's TRS equals or exceeds 35%. With respect to the other 50% of the performance shares, 20% of this portion of the award will be earned if the Company's TRS is in the 40th percentile of its peer group over the three-year measurement period, 60% of this portion of the award will be earned if the Company's TRS 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 TRS is in the 70th 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.
- F4Any restricted common shares earned on February 13, 2020 are subject to a time based vesting schedule. 50% of the shares will vest on February 15, 2020 and the remaining 50% will vest on February 15, 2021, contingent upon continued employment with the Company through the vesting dates.