Lewis Joseph Form 4 Tango Therapeutics / JOSEPH LEWIS ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Boxer Capital, LLC

(Last) (First) (Middle)

12860 EL CAMINO REAL

SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tango Therapeutics, Inc. [ TNGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/11/2023		P		475,000	A	$5.15	743,542	I(1)	See footnote(1)
Common Stock								7,123,642	D(2)
Common Stock								5,000	I	See footnote(3)
Common Stock								26,961	I	See footnote(4)
Common Stock								6,988,450	I	See footnote(5)

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 Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Prefunded Warrant	(6)	08/11/2023		P		2,340,579		(6)	(6)	Common Stock	2,340,579	$5.1499	2,340,597	D(2)

1. Name and Address of Reporting Person^*

Boxer Capital, LLC

(Last) (First) (Middle)

12860 EL CAMINO REAL

SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Boxer Asset Management Inc.

(Last) (First) (Middle)

12860 EL CAMINO REAL

SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEWIS JOSEPH

(Last) (First) (Middle)

C/O CAY HOUSE

EP TAYLOR DRIVE N7776, LYFORD CAY

(Street)

NEW PROVIDENCE BAHAMAS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MVA Investors, LLC

(Last) (First) (Middle)

12860 EL CAMINO REAL

SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Davis Aaron I.

(Last) (First) (Middle)

12860 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

Explanation of Responses:

1. These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.

2. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Asset Management Inc. Mr. Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.

3. These securities are owned directly by Mr. Davis. Each reporting person other than Mr. Davis disclaims beneficial ownership of these securities.

4. These securities are owned directly by Braslyn Ltd. Mr. Lewis is the sole indirect owner of Braslyn Ltd. Each reporting person other than Mr. Lewis disclaims beneficial ownership of these securities.

5. These securities are owned directly by BCTG Holdings, LLC ("BCTG"). Boxer Capital is the majority member of BCTG and MVA Investors is a member of BCTG. Mr. Davis is an investment manager of BCTG. Each reporting person disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.

6. The prefunded warrants have an exercise price of $0.001 per share of Common Stock and are immediately exercisable and remain exercisable until exercised in full, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.

Remarks:

The reporting persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of common stock, $0.001 par value per share, of Tango Therapeutics, Inc.

	/s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital, LLC	08/15/2023
	/s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC	08/15/2023
	/s/ Paul Higgs, Director, Boxer Asset Management Inc.	08/15/2023
	/s/ Joseph C. Lewis	08/15/2023
	/s/ Aaron I. Davis	08/15/2023
	** Signature of Reporting Person	Date
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