UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13D-2(A)
(Amendment No. 1)
Tangoe, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
87582Y108
(CUSIP Number)
Behdad Eghbali Clearlake Capital Partners IV Finance, L.P. c/o Clearlake Capital Group, L.P. 233 Wilshire Blvd, Suite 800 Santa Monica, California 90401 (310) 400-8800 | copies to: Mehdi Khodadad Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 14, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 87582Y108
| 13D | Page 2 of 10 Pages
|
| 1. | Name of reporting person
Clearlake Capital Partners IV Finance, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
CUSIP NO. 87582Y108
| 13D | Page 3 of 10 Pages
|
| 1. | Name of reporting person
Clearlake Capital Partners IV GP, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
CUSIP NO. 87582Y108
| 13D | Page 4 of 10 Pages
|
| 1. | Name of reporting person
Clearlake Capital Partners, LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
CUSIP NO. 87582Y108
| 13D | Page 5 of 10 Pages
|
| 1. | Name of reporting person
CCG Operations, LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
CUSIP NO. 87582Y108
| 13D | Page 6 of 10 Pages
|
| 1. | Name of reporting person
Behdad Eghbali | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
CUSIP NO. 87582Y108
| 13D | Page 7 of 10 Pages
|
| 1. | Name of reporting person
José E. Feliciano | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6. | Citizenship or place of organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
3,925,715 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
3,925,715 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
3,925,715 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
9.96% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
CUSIP NO. 87582Y108
| 13D | Page 8 of 10 Pages
|
This Amendment No. 1 to Schedule 13D is being filed by Clearlake Capital Partners IV Finance, L.P., Clearlake Capital Partners IV GP, L.P., Clearlake Capital Partners, LLC, CCG Operations, LLC, Behdad Eghbali and José E. Feliciano (collectively, the “Reporting Persons”), pursuant to §240.13d-2(a), to amend the Schedule 13D filed by the Reporting Persons on November 30, 2015 (the “Initial Schedule 13D”) relating to the Common Stock, $0.0001 par value per share, of Tangoe, Inc. Except as set forth below, all Items of the Initial Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial Schedule 13D is amended in its entirety to read as follows:
In a series of transactions completed on December 15, 2015, the Reporting Persons acquired 3,925,715 shares of common stock of the Issuer (the “Shares”) for approximately $29,502,141 in investment capital. The source of funds for this consideration was the available capital of Clearlake Capital Partners IV Finance, L.P., which may, at any given time, include margin loans made by brokerage firms, or capital contributions from investors in Clearlake Capital Partners IV Finance, L.P., each in the ordinary course of business.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial Schedule 13D is amended in its entirety to read as follows:
The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are incorporated herein by reference.
| (a) | As of the date hereof, the Reporting Persons have the following interest in the securities of the Company: |
| i. | Clearlake Capital Partners IV Finance, L.P. beneficially owns 3,925,715 Shares, making it the beneficial owner of 9.96% of the Issuer’s common stock. Clearlake Capital Partners IV Finance, L.P. has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
| ii. | Clearlake Capital Partners IV GP, L.P. beneficially owns 3,925,715 Shares, making it the beneficial owner of 9.96% of the Issuer’s common stock. Clearlake Capital Partners IV GP, L.P. has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
| iii. | Clearlake Capital Partners, LLC beneficially owns 3,925,715 Shares, making it the beneficial owner of 9.96% of the Issuer’s common stock. Clearlake Capital Partners, LLC has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
| iv. | CCG Operations, LLC beneficially owns 3,925,715 Shares, making it the beneficial owner of 9.96% of the Issuer’s common stock. CCG Operations, LLC has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
| v. | Behdad Eghbali beneficially owns 3,925,715 Shares, making him the beneficial owner of 9.96% of the Issuer’s common stock. Mr Eghbali has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
| vi. | José E. Feliciano beneficially owns 3,925,715 Shares, making him the beneficial owner of 9.96% of the Issuer’s common stock. Mr. Feliciano has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares. |
CUSIP NO. 87582Y108
| 13D | Page 9 of 10 Pages
|
| (b) | The information set forth in (a) above is incorporated by reference here. |
| (c) | There have been no purchases or sales of the Issuer’s common stock by any of the Reporting Persons within the last sixty days, except for the purchases of the Issuer’s common stock by Clearlake Capital Partners IV Finance, L.P. on the open market as indicated in the table below, which table sets forth the date of each transaction, number of Shares purchased in each transaction, and the purchase price per share for the Shares purchased in each transaction. |
Date | Number of Shares Purchased | Purchase Price Per Share | ||||||
11/6/2015 | 1,830,000 | $ | 6.9996 | |||||
11/17/2015 | 70,000 | $ | 6.7989 | |||||
11/18/2015 | 275,890 | $ | 7.0693 | |||||
11/19/2015 | 262,986 | $ | 7.4795 | |||||
11/20/2015 | 115,618 | $ | 7.6202 | |||||
11/23/2015 | 140,358 | $ | 7.9330 | |||||
11/24/2015 | 100,000 | $ | 8.0753 | |||||
11/25/2015 | 373,100 | $ | 8.3112 | |||||
11/27/2015 | 60,000 | $ | 8.5153 | |||||
11/30/2015 | 105,216 | $ | 8.5372 | |||||
12/1/2015 | 21,339 | $ | 8.5617 | |||||
12/2/2015 | 39,461 | $ | 8.4506 | |||||
12/3/2015 | 58,381 | $ | 8.3060 | |||||
12/4/2015 | 19,744 | $ | 8.2977 | |||||
12/7/2015 | 26,625 | $ | 8.2582 | |||||
12/8/2015 | 3,657 | $ | 8.2775 | |||||
12/10/2015 | 194,123 | $ | 8.4284 | |||||
12/11/2015 | 25,000 | $ | 8.2900 | |||||
12/14/2015 | 161,746 | $ | 8.4586 | |||||
12/15/2015 | 42,471 | $ | 8.4976 | |||||
CUSIP NO. 87582Y108
| 13D | Page 10 of 10 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 15, 2015
| Clearlake Capital Partners IV Finance, L.P. | ||
| By: | Clearlake Capital Partners IV GP, L.P., its general partner | |
| By: | Clearlake Capital Partners, LLC, its general partner | |
| By: | /s/ Behdad Eghbali | |
| Name: | Behdad Eghbali | |
| Title: | Co-President | |
| Clearlake Capital Partners IV GP, L.P. | ||
| By: | Clearlake Capital Partners, LLC, its general partner | |
| By: | /s/ Behdad Eghbali | |
| Name: | Behdad Eghbali | |
| Title: | Co-President | |
| Clearlake Capital Partners, LLC | ||
| By: | /s/ Behdad Eghbali | |
| Name: | Behdad Eghbali | |
| Title: | Co-President | |
| CCG Operations, LLC | ||
| By: | /s/ Behdad Eghbali | |
| Name: | Behdad Eghbali | |
| Title: | Manager | |
/s/ Behdad Eghbali | ||
| Behdad Eghbali | ||
/s/ José E. Feliciano | ||
| José E. Feliciano | ||