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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tango Therapeutics, Inc. [ TNGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/13/2023 | P | 750,000 | A | $7.07(1) | 7,698,642 | D(3) | |||
| Common Stock | 10/16/2023 | P | 500,000 | A | $6.84(2) | 8,198,642 | D(3) | |||
| Common Stock | 693,524 | I | See footnote(4) | |||||||
| Common Stock | 5,000 | I | See footnote(5) | |||||||
| Common Stock | 26,961 | I | See footnote(6) | |||||||
| Common Stock | 6,988,450 | I | See footnote(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.95 to $7.10, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.54 to $7.01, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 3. 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. |
| 4. 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. |
| 5. These securities are owned directly by Mr. Davis. Each reporting person other than Mr. Davis disclaims beneficial ownership of these securities. |
| 6. These securities are owned directly by Braslyn Ltd. Mr. Lewis is the sole indirect own of Braslyn Ltd. Each reporting person other than Mr. Lewis disclaims beneficial ownership of these securities. |
| 7. 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 a member of the investment committee of BCTG. Each reporting person disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. |
| 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 ("Common Stock"), of Tango Therapeutics, Inc. Boxer and Mr. Davis have informed the issuer that the purchases disclosed herein may give rise to profit subject to recovery by the issuer pursuant to Section 16(b) of the Securities Exchange Act of 1934. Without conceding the application of Section 16(b) of the Securities Exchange Act of 1934, Boxer and Mr. Davis have paid to the issuer the entire amount that would be recoverable by the issuer thereunder if the same is applicable to Boxer and Mr. Davis. As to any reporting person that is not a beneficial owner of more than 10% of the outstanding shares of Common Stock, this Form 4 shall not be deemed a concession that such person is subject to Section 16 of the Securities Exchange Act of 1934 with respect to the issuer. |
| /s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC | 10/17/2023 | |
| /s/ Paul Higgs, Director, Boxer Asset Management, Inc. | 10/17/2023 | |
| /s/ Joseph C. Lewis | 10/17/2023 | |
| /s/ Aaron I. Davis | 10/17/2023 | |
| /s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital LLC | 10/17/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||