Sec Form 4 Filing - Clearlake Capital Partners IV Finance, L.P. @ TANGOE INC - 2015-12-17

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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
Clearlake Capital Partners IV Finance, L.P.
2. Issuer Name and Ticker or Trading Symbol
TANGOE INC [ TNGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLEARLAKE CAPITAL GROUP, L.P., 233 WILSHIRE BLVD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2015
(Street)
SANTA MONICA, CA90401
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 12/17/2015 P 4,200 A $ 8.4999 ( 1 ) 3,947,615 I See footnote ( 2 )
Common Stock 12/18/2015 P 28,430 A $ 8.4995 ( 3 ) 3,976,045 I See footnote ( 2 )
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
Clearlake Capital Partners IV Finance, L.P.
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Clearlake Capital Partners IV GP, L.P.
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Clearlake Capital Partners, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
CCG Operations, LLC
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Eghbali Behdad
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Feliciano Jose Enrique
C/O CLEARLAKE CAPITAL GROUP, L.P.
233 WILSHIRE BLVD, SUITE 800
SANTA MONICA, CA90401
X
Signatures
Clearlake Capital Partners IV Finance, L.P.By:Clearlake Capital Partners IV GP, L.P., its general partnerBy:Clearlake Capital Partners, LLC, its general partnerBy: /s/ Behdad Eghbali, Co-President 12/22/2015
Signature of Reporting Person Date
Clearlake Capital Partners IV GP, L.P. By: Clearlake Capital Partners, LLC, its general partner, By: Behdad Eghbali, Co-President 12/22/2015
Signature of Reporting Person Date
Clearlake Capital Partners, LLC, By: Behdad Eghbali, Co-President 12/22/2015
Signature of Reporting Person Date
CCG Operations, LLC, By: /s/ Behdad Eghbali, Manager 12/22/2015
Signature of Reporting Person Date
/s/ Behdad Eghbali 12/22/2015
Signature of Reporting Person Date
/s/ Jose E. Feliciano 12/22/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.495 to $8.50. The reporting persons undertake to provide to 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 purchased at each separate price within the range.
( 2 )The shares may also be deemed to be beneficially owned by Clearlake Capital Partners IV GP, L.P. ("CCP IV"), Clearlake Capital Partners, LLC ("CCP"), CCG Operations, LLC ("CCGO"), Behdad Eghbali, and Jose E. Feliciano. CCP IV is the sole General Partner of Clearlake Capital Partners IV Finance, L.P. CCP is the sole General Partner of CCP IV. Behdad Eghbali and Jose E. Feliciano are the Managers of CCGO and the Co-Presidents of CCP.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.48 to $8.50. The reporting persons undertake to provide to 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 purchased at each separate price within the range.

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