Sec Form 4 Filing - Gamble Charles D. @ TANGOE INC - 2015-02-17

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 Gamble Charles D. 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) Sr. VP, Customer Account Mgt (Last) (First) (Middle) C/O TANGOE, INC., 35 EXECUTIVE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2015 (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 02/17/2015 S 20,000 D $ 12.0565 ( 1 ) 87,193 ( 2 ) D Common Stock 02/19/2015 S 1,654 ( 3 ) D $ 12.3704 ( 4 ) 85,539 ( 5 ) D Common Stock 02/19/2015 S 1,015 ( 3 ) D $ 12.3704 ( 4 ) 84,524 ( 6 ) D Common Stock 02/19/2015 A 7,486 ( 7 ) A $ 0 92,010 ( 8 ) D Common Stock 02/19/2015 S 595 ( 9 ) D $ 12.3704 ( 4 ) 91,415 ( 10 ) 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 (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 Gamble Charles D. C/O TANGOE, INC. 35 EXECUTIVE BOULEVARD ORANGE, CT06477 Sr. VP, Customer Account Mgt Signatures /s/ Thomas P. Flynn (as attorney-in-fact for Charles D. Gamble) 02/19/2015 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 $12.05 to $12.07 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 )Represents 55,860 shares of common stock and 31,333 restricted stock units ("RSUs"). ( 3 )The sales reported in this line were used to pay tax withholding in connection with the vesting of previously granted RSUs and were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2013. ( 4 )The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $12.25 to $12.45 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. ( 5 )Represents 58,372 shares of common stock and 27,167 RSUs. ( 6 )Represents 59,913 shares of common stock and 24,611 RSUs ( 7 )The securities acquired are performance-based restricted stock units ("PSUs") previously granted to the reporting person under the issuer's 2011 Stock Incentive Plan, for which the performance-based criteria have now been satisfied. The PSUs vested as to 20% of the total number of shares on February 19, 2015, and vest as to an additional 20% of the total number of shares each quarter thereafter until February 19, 2016. ( 8 )Represents 59,913 shares of common stock and 32,097 RSUs/PSUs. ( 9 )The sales reported in this line were used to pay tax withholding in connection with the issuance of the PSUs and were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2013. ( 10 )Represents 60,815 shares of common stock and 30,600 RSUs/PSUs.

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).

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