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CUSIP No. 87583X109 | | SCHEDULE 13D | | |
Item 4. Purpose of Transaction.
On August 10, 2021, a subsidiary of BCTG Acquisition Corp. (“BCTG”), merged with Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc.) (“Old Tango”), resulting in Old Tango surviving the merger as a wholly-owned subsidiary of BCTG and BCTG changing its name to Tango Therapeutics, Inc. (the “Merger”). The Reporting Persons acquired shares of Common Stock from BCTG in private placements and from the Issuer in a private placement in connection with the Merger. The Reporting Persons acquired their positions in the Common Stock for investment purposes. While the Reporting Persons do not have any current plans, proposals or agreements with respect to the shares of Common Stock except as otherwise disclosed herein, the Reporting Persons may, from time to time and at any time, acquire additional shares of Common Stock in the open market or otherwise and reserve the right to dispose of any or all of the shares of Common Stock in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the shares of Common Stock.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
BCTG Holdings purchased 3,954,950 shares of Common Stock on August 5, 2020 for an aggregate purchase price of $22,970. In addition, BCTG Holdings purchased 533,500 shares of Common Stock on September 2, 2020 for an aggregate purchase price of $5,335,000 in connection with BCTG’s initial public offering and 2,500,000 shares of Common Stock for an aggregate purchase price of $25,000,000 in a PIPE transaction concurrently with the consummation of the Merger.
Boxer Capital purchased (i) 2,859,634 shares of Common Stock on April 7, 2020 for an aggregate purchase price of $11,131,498, (ii) 1,152,374 shares of Common Stock on August 17, 2020 for an aggregate purchase price of $6,394,184, and (iii) 2,859,634 shares of Common Stock on March 11, 2021 for an aggregate purchase price of $11,131,498.
MVA Investors purchased (i) 30,442 shares of Common Stock on April 7, 2020 for an aggregate purchase price of $118,499, (ii) 40,640 shares of Common Stock on August 17, 2020 for an aggregate purchase price of $225,499, and (iii) 30,442 shares of Common Stock on March 11, 2021 for an aggregate purchase price of $118,499.
Item 5. Interest in Securities of the Issuer.
All percentages are based on 87,474,258 shares of the Common Stock outstanding as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2021.
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 13,961,616 shares of Common Stock, representing 16.5% of the outstanding shares of Common Stock.
BCTG Holdings beneficially owns 6,988,450 shares of Common Stock which represents 8.3% of the outstanding Common Stock. Boxer Capital, Boxer Management and Joe Lewis beneficially own 6,871,642 shares of Common Stock which represents 8.1% of the outstanding Common Stock. MVA Investors and Aaron I. Davis beneficially own 101,524 shares of Common Stock which represents 0.1% of the outstanding Common Stock.
(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Common Stock owned by the Reporting Persons:
(i) Sole power to vote or to direct the vote:
BCTG Holdings has the sole power to vote or to direct the vote of the 6,988,450 shares of Common Stock it beneficially owns.