SEC Form 4 · accession 0000899715-19-000041
TANGER INC. · SKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Joseph Guerrieri Jr.
Officer — VP, CAO and Controller
Period of report
Feb 15, 2019
Accepted (ET)
Feb 19, 2019 · 5:29 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 15, 2019 | F | 2,061 | $21.80 | D | 26,414 | D | |
| Common StockF2 | Feb 18, 2019 | A | 5,797 | $0.00 | A | 32,211 | 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 18, 2019 | A | 8,525 | A | — | — | Common Stock | 8,525 | 8,525 | D |
Explanation of responses
- F1On March 2, 2018, the reporting person transferred 332 shares of common stock to his former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.
- F2Represents 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 twenty percent of the award on each February 15th over a five year period beginning February 15, 2020.
- 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 18, 2019 through February 17, 2022.
- 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 17, 2022 are subject to a time based vesting schedule. 50% of the shares will vest on February 22, 2022 and the remaining 50% will vest on February 15, 2023, contingent upon continued employment with the Company through the vesting dates.