Sec Form 4 Filing - Walley Noah @ TANGOE INC - 2017-06-15

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
Walley Noah
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 INVESTOR GROWTH CAPITAL, INC., ONE ROCKEFELLER PLAZA, SUITE 2801
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2017
(Street)
NEW YORK, NY10020
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 06/15/2017 U 26,583 D 0 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
Nonstatutory Stock Option (right to buy) $ 4.72 06/16/2017 D 18,455 ( 2 ) 04/16/2020 Common Stock 18,455 ( 3 ) 0 D
Nonstatutory Stock Option (right to buy) $ 5.99 06/16/2017 D 18,455 ( 2 ) 01/28/2021 Common Stock 18,455 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walley Noah
C/O INVESTOR GROWTH CAPITAL, INC.
ONE ROCKEFELLER PLAZA, SUITE 2801
NEW YORK, NY10020
X
Signatures
/s/ Thomas P. Flynn (as attorney-in-fact for Noah J. Walley) 06/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were validly tendered and disposed of in exchange for the right to receive $6.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 27, 2017, by and among Tangoe, Inc., Asentinel, LLC and TAMS Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement).
( 2 )Vested in full.
( 3 )Pursuant to the terms of the Merger Agreement, upon effectiveness of the merger of TAMS Inc. with and into Tangoe, Inc., each outstanding and unexercised stock option was canceled and converted into the right to receive $6.50 per share less the applicable exercise price of such stock option, net to the seller in cash, without interest and less any applicable withholding taxes.

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