Sec Form 4 Filing - Martino Gary @ TANGOE INC - 2014-02-19

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
Martino Gary
2. Issuer Name and Ticker or Trading Symbol
TANGOE INC [ TNGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O TANGOE, INC., 35 EXECUTIVE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2014
(Street)
ORANGE, CT06477
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 02/19/2014 S 7,000 ( 1 ) D $ 19.2155 ( 2 ) 267,108 ( 3 ) D
Common Stock 02/19/2014 A 60,000 ( 4 ) A $ 0 327,108 ( 5 ) D
Common Stock 14,478 I Held by Children
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
Martino Gary
C/O TANGOE, INC.
35 EXECUTIVE BOULEVARD
ORANGE, CT06477
Chief Financial Officer
Signatures
/s/ Thomas P. Flynn (as attorney-in-fact for Gary R. Martino) 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )A portion of the proceeds of the sales reported in this line were used to pay tax withholding in connection with the vesting of previously granted restricted stock units ("RSUs").
( 2 )The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $19.07 to $19.50 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.
( 3 )Represents 250,441 shares of common stock and 16,667 RSUs.
( 4 )The securities acquired are RSUs granted to the reporting person under the Issuer's 2011 Stock Incentive Plan. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as to one-ninth of the original number of shares on February 19, 2015, and as to an additional one-ninth of the original number of shares on the date that is three months after February 19, 2015 and each quarter thereafter until the third anniversary of the grant date.
( 5 )Represents 250,441 shares of common stock and 76,667 RSUs.

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