Lesley Ann Calhoun Form 4 Tango Therapeutics / Lesley Ann Calhoun 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^*

Calhoun Lesley Ann

(Last) (First) (Middle)

C/O TANGO THERAPEUTICS, INC

201 BROOKLINE AVE., SUITE 901

(Street)

BOSTON MA 02215

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

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

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

X	Form filed by One Reporting Person
	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	06/05/2024		A		6,250(1)	A	$0.00	11,250	D
Common Stock	06/05/2024		S(2)		5,000	A	$7.2078(3)	6,250	D

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
Stock Option (Right to Buy)	$7.41	06/05/2024		A		37,500		(4)	06/05/2034	Common Stock	37,500	$0.00	37,500	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 5, 2025 and (iii) 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. The reported sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 6, 2023.

3. Represents the weighted average sales price per share. The shares sold at prices ranging from $7.01 to $7.38 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

4. This option shall vest and become exercisable in 12 substantially equal monthly installments over a period of one year beginning on July 5, 2024, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date.

	/s/ Douglas Barry, as attorney-in-fact	06/07/2024
	** 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.
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