Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


GREENSBORO, NC 27408
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/14/2011   W(1) 46 A $ 0 1,962 I By Tanger-P.F. Properties, Inc.
Common Stock 11/14/2011   W(2) 12,624 A $ 0 12,624 I By Pigeon Forge Factory Stores, Inc.
Common Stock 12/30/2011   G 685,812 (3) D $ 0 431,193 D  

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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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Limited Partnership Units (4) $ 0 11/14/2011   W(5) 247   06/01/2011   (7) Common Stock
988
$ 0 10,700
I
By Tanger-P.F. Properties, Inc.
Limited Partnership Units (4) $ 0 11/14/2011   W(6) 68,857   11/14/2011   (7) Common Stock
275,428
$ 0 68,857
I
By Pigeon Forge Factory Stores, Inc.

Reporting Owners

Reporting Owner Name / Address Relationships
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 02/13/2012
**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) On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Tanger P.F. Properties, Inc., which owns common shares of Tanger Factory Outlet Centers, Inc., to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Tanger-P.F. Properties, Inc. and since he may be deemed to have or share investment control of the common shares owned by Tanger-P.F. Properties, Inc., Mr. Tanger has reported his pecuniary interest in the common shares owned by Tanger P.F. Properties, Inc.
(2) On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Pigeon Forge Factory Stores, Inc., which owns common shares of Tanger Factory Outlet Centers, Inc., to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Pigeon Forge Factory Stores, Inc., and since he may be deemed to have or share investment control of the common shares owned by Pigeon Forge Factory Stores, Inc., Mr. Tanger has reported his pecuniary interest in the common shares owned by Pigeon Forge Factory Stores, Inc.
(3) Mr. Tanger indirectly contributed the shares to an irrevocable Trust of which he is a beneficiary, but of which he is not the trustee or investment advisor and therefore he has no investment control over the shares indirectly held by the Trust. Accordingly, Mr. Tanger is deemed to no longer be the beneficial owner of such shares.
(4) Each limited partnership unit is exchangeable into 4 common shares of Tanger Factory Outlet Centers, Inc.
(5) On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Tanger P.F. Properties, Inc., which owns limited partnership units in Tanger Properties Limited Partnership, to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Tanger-P.F. Properties, Inc. and since he may be deemed to have or share investment control of the limited partnership units owned by Tanger-P.F. Properties, Inc., Mr. Tanger has reported his pecuniary interest in the limited partnership units held by Tanger P.F. Properties, Inc.
(6) On November 14, 2011, the Estate of Stanley K. Tanger distributed the shares owned in Pigeon Forge Factory Stores, Inc., which owns limited partnership units in Tanger Properties Limited Partnership, to its beneficiaries, including Mr. Tanger. Since Mr. Tanger is the President, a board member and a shareholder of Pigeon Forge Factory Stores, Inc., Inc. and since he may be deemed to have or share investment control of the limited partnership units owned by Pigeon Forge Factory Stores, Inc., Mr. Tanger has reported his pecuniary interest in the limited partnership units held by Pigeon Forge Factory Stores, Inc.
(7) The limited partnership units have no expiration date.

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