Sec Form 4 Filing - Boxer Capital, LLC @ Tango Therapeutics, Inc. - 2023-10-09

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 Boxer Capital, LLC 2. Issuer Name and Ticker or Trading Symbol Tango Therapeutics, Inc. [ TNGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks (Last) (First) (Middle) 12860 EL CAMINO REAL, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2023 (Street) SAN DIEGO, CA92130 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/09/2023 S 50,000 D $ 9.91 ( 1 ) 693,524 I See footnote ( 2 ) Common Stock 10/09/2023 S 175,000 D $ 9.97 ( 3 ) 6,948,642 D ( 4 ) Common Stock 5,000 I See footnote ( 5 ) Common Stock 26,961 I See footnote ( 6 ) Common Stock 6,988,450 I See footnote ( 7 )

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 Boxer Capital, LLC 12860 EL CAMINO REAL SUITE 300 SAN DIEGO, CA92130 See remarks Boxer Asset Management Inc. 12860 EL CAMINO REAL SUITE 300 SAN DIEGO, CA92130 See remarks LEWIS JOSEPH C/O CAY HOUSE EP TAYLOR DRIVE N7776, LYFORD CAY NEW PROVIDENCE BAHAMAS See remarks MVA Investors, LLC 12860 EL CAMINO REAL SUITE 300 SAN DIEGO, CA92130 See remarks Davis Aaron I. 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 See remarks Signatures /s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital, LLC 10/11/2023 Signature of Reporting Person Date /s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC 10/11/2023 Signature of Reporting Person Date /s/ Paul Higgs, Director, Boxer Asset Management Inc. 10/11/2023 Signature of Reporting Person Date /s/ Joseph C. Lewis 10/11/2023 Signature of Reporting Person Date /s/ Aaron I. Davis 10/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $ 9.6500 to $9.9800, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.6943 to $10.1829, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Asset Management Inc. Mr. Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. ( 5 )These securities are owned directly by Mr. Davis. Each reporting person other than Mr. Davis disclaims beneficial ownership of these securities. ( 6 )These securities are owned directly by Braslyn Ltd. Mr. Lewis is the sole indirect owner of Braslyn Ltd. Each reporting person other than Mr. Lewis disclaims beneficial ownership of these securities. ( 7 )These securities are owned directly by BCTG Holdings, LLC ("BCTG"). Boxer Capital is the majority member of BCTG and MVA Investors is a member of BCTG. Mr. Davis is a member of the investment committee of BCTG. Each reporting person disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any.

Remarks: The reporting persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of common stock, $0.001 par value per share ("Common Stock"), of Tango Therapeutics, Inc. As to any reporting person that is not a beneficial owner of more than 10% of the outstanding shares of Common Stock, this Form 4 shall not be deemed a concession that such person is subject to Section 16 of the Securities Exchange Act of 1934 with respect to the issuer.

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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