Sec Form 4 Filing - COIT DAVID M @ TANGOE INC - 2013-09-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
COIT DAVID M
2. Issuer Name and Ticker or Trading Symbol
TANGOE INC [ TNGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NORTH ATLANTIC CAPITAL CORPORATION, TWO CITY CENTER
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2013
(Street)
PORTLAND, ME04101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/10/2013 S 36,396 D $ 23.5869 ( 1 ) 864,669 I By North Atlantic SBIC IV, L.P. ( 2 )
Common Stock 9,446 ( 3 ) D
Common Stock 250 I by Spouse
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COIT DAVID M
C/O NORTH ATLANTIC CAPITAL CORPORATION
TWO CITY CENTER
PORTLAND, ME04101
X
Signatures
/s/ Thomas P. Flynn (as attorney-in-fact for David M. Coit) 09/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $23.50 to $23.71 per share. The reporting person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 2 )Mr. Coit is a manager of North Atlantic Investors SBIC IV, LLC, which serves as the general partner of North Atlantic SBIC IV, L.P. Mr. Coit, by virtue of his management position in North Atlantic Investors SBIC IV, LLC, has voting and dispositive power with respect to the shares held by North Atlantic SBIC IV, L.P. Mr. Coit disclaims beneficial ownership of the securities held by North Atlantic SBIC IV, L.P., except to the extent of his pecuniary interest therein.
( 3 )Represents 1,021 shares of common stock and 8,425 shares issued as a restricted stock award that are subject to forfeiture if they do not become vested. The 8,425 unvested shares vest in full on the earlier of June 5, 2014 or immediately prior to the Issuer's 2014 annual meeting of stockholders.

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* 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).

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