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) 06/06/2023 | ||||||||||||||||||||||||||
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 | 06/06/2023 | A | 5,000(1) | A | $0.00 | 5,000 | D | |||
Common Stock | 7,123,642 | I | See footnote(2) | |||||||
Common Stock | 268,524 | I | See footnote(3) | |||||||
Common Stock | 6,988,450 | I | See footnote(4) |
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 | ||||||||
Stock Option (Right to Buy) | $3.55 | 06/06/2023 | A | 30,000 | (5) | 06/06/2023 | Common Stock | 30,000 | $0.00 | 30,000 | D |
Explanation of Responses: |
1. These shares are represented by restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest in its entirety on the earlier of: (i) June 6, 2024 and (ii) the date of the next annual meeting of stockholders, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date. |
2. These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"), which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of (i) Boxer Capital (ii) Boxer Asset Management Inc. , (iii) Joseph C. Lewis, (iv) BCTG Holdings, LLC, (v) MVA Investors, LLC ("MVA Investors"), and (vi) Aaron I. Davis (collectively, the "Boxer Group"). The Reporting Person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein. |
3. These securities are owned directly by MVA Investors, which may be deemed to be a member of the Boxer Group. The Reporting Person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein. |
4. These securities are owned directly by BCTG Holdings, LLC, which may be deemed to be a member of the Boxer Group. The Reporting Person disclaims beneficial ownership of these securities to the extent he does not have a pecuniary interest therein. |
5. This option shall vest and become exercisable in 12 substantially equal monthly installments over a period of one year beginning on July 6, 2023, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date. |
Remarks: |
/s/ Douglas Barry, as attorney-in-fact | 06/08/2023 | |
** 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. |