| 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)
| 2. Issuer Name and Ticker or Trading Symbol TANGOE INC [ TNGO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/23/2016 | ||||||||||||||||||||||||||
| 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 | 06/23/2016 | S(1) | 1,590,000 | A | $8 | 5,902,797 | I | See footnote(2) | ||
| 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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reporting person's sale of Tangoe common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of the 1,590,000 shares, with the reporting person's purchase of (a) 120,245 shares of Tangoe common stock at a price of $6.73 per share on March 8, 2016, (b) 19,005 shares of Tangoe common stock at a price of $7.00 per share on March 9, 2016, (c) 6,408 shares of Tangoe common stock at a price of $7.00 per share on March 10, 2016, (d) 1,202,666 shares of Tangoe common stock at a price of $7.25 per share on April 13, 2016, and (e) 241,676 shares of Tangoe common stock at a price of $7.65 per share on March 21, 2016. The reporting person has agreed to pay to Tangoe, upon settlement of the sale, $1,117,596.02, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs. |
| 2. The shares may also be deemed to be beneficially owned by Clearlake Capital Partners IV GP, L.P. ("CCP IV"), Clearlake Capital Partners, LLC ("CCP"), CCG Operations, LLC ("CCGO"), Behdad Eghbali, and Jose E. Feliciano. CCP IV is the sole General Partner of Clearlake Capital Partners IV Finance, L.P. CCP is the sole General Partner of CCP IV. Behdad Eghbali and Jose E. Feliciano are the Managers of CCGO and the Co-Presidents of CCP. |
| Remarks: |
| 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/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| Clearlake Capital Partners IV GP, L.P., By: Clearlake Capital Partners, LLC, its general partner,By: /s/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| Clearlake Capital Partners, LLC, By: /s/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| CCG Operations, LLC, By: /s/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| Jose E. Feliciano, By: /s/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| Behdad Eghbali, By: /s/ Mehdi Khodadad, Attorney-in-Fact | 06/23/2016 | |
| ** 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. | ||
