SEC Form 4 · accession 0000899715-18-000052
TANGER INC. · SKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E. McDonough
Officer — President & COO
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 5:00 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 Stock | Feb 15, 2018 | F | 14,769 | $21.81 | D | 159,088 | D | |
| Common StockF1 | Feb 16, 2018 | A | 58,577 | $0.00 | A | 217,665 | D | |
| Common Stock | Feb 20, 2018 | S | 11,276 | $22.55 | D | 206,389 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional UnitsF3,F4,F5 | — | Feb 16, 2018 | A | 76,897 | A | — | — | Common Stock | 76,897 | 76,897 | 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, 2019.
- F2The sales reported in this Form 4 were effected pursuant to a previously adopted plan intended to comply with Rule 10b5-1.
- F3Represents 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 (TSR), and its TSR relative to a selected group, over the three-year measurement period from February 16, 2018 through February 15, 2021.
- F4With respect to 33.30% of the performance shares, 20% of this portion of the award will be earned if the Company's aggregate TSR equals 19.1% over the 3-year measurement period, 60% of this portion of the award will be earned if the Company's aggregate TSR equals 24.23%, and 100% of this portion of the award will be earned if the Company's aggregate TSR equals or exceeds 29.5%. With respect to the other 66.70% of the performance shares, 20% of this portion of the award will be 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 will be 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 will be earned if the Company's TSR is in the 80th 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.
- F5Any restricted common shares earned on February 15, 2021 are subject to a time based vesting schedule. 50% of the shares will vest on February 17, 2021 and the remaining 50% will vest on February 17, 2022, contingent upon continued employment with the Company through the vesting dates.