Sec Form 4 Filing - Mezzatesta Christopher @ TANGOE INC - 2015-02-19

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 Mezzatesta Christopher 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 Global Sales (Last) (First) (Middle) C/O TANGOE, INC., 35 EXECUTIVE BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2015 (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 02/19/2015 S 3,334 D $ 12.3704 ( 1 ) 30,205 ( 2 ) D Common Stock 02/19/2015 A 9,357 ( 3 ) A $ 0 39,562 ( 4 ) D Common Stock 02/19/2015 S 1,871 D $ 12.3704 ( 5 ) 37,691 ( 6 ) D Common Stock 02/19/2015 S 2,778 D $ 12.3704 ( 7 ) 34,913 ( 8 ) D Common Stock 02/19/2015 A 18,000 ( 9 ) A $ 0 52,913 ( 10 ) D Common Stock 02/20/2015 A 3,000 A $ 0 55,913 ( 11 ) D Common Stock 02/20/2015 S 3,000 D $ 12.2 52,913 ( 12 ) 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 Mezzatesta Christopher C/O TANGOE, INC. 35 EXECUTIVE BLVD ORANGE, CT06477 Sr. VP Global Sales Signatures /s/ Thomas P. Flynn (as attorney-in-fact for Christopher J. Mezzatesta 02/23/2015 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 $12.25 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. ( 2 )Represents 1,872 shares of common stock and 28,333 restricted stock units ("RSUs"). ( 3 )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. ( 4 )Represents 1,872 shares of common stock and 37,690 RSUs/PSUs. ( 5 )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. ( 6 )Represents 1,872 shares of common stock and 35,819 RSUs/PSUs. ( 7 )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. ( 8 )Represents 1,872 shares of common stock and 33,041 RSUs/PSUs. ( 9 )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, 2016, and as to an additional one-ninth of the original number of shares each quarter thereafter until February 19, 2018. ( 10 )Represents 1,872 shares of common stock and 51,041 RSUs/PSUs. ( 11 )Represents 4,872 shares of common stock and 51,041 RSUs/PSUs. The acquired shares represent a stock award granted to the reporting person under the issuer's 2011 Stock Incentive Plan. ( 12 )Represents 1,872 shares of common stock and 51,041 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).

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