SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KIMZEY JACKIE R

(Last)

(First)

(Middle)

SEVIN ROSEN FUNDS

13455 NOEL ROAD, SUITE 1670

(Street)

DALLAS,

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TANGOE INC [ TNGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2012		J		874,807⁽¹⁾	D	$0	2,624,433	I⁽²⁾	See Footnote
Common Stock	01/29/2012		J		16	A	$0	16	I⁽³⁾	See Footnote
Common Stock	01/29/2012		J		755	A	$0	755⁽⁴⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Total common shares of 874,807 represents a pro rata distribution of 372,390 shares by Sevin Rosen Fund VI L.P. ("SRFVI"), 29,383 shares by Sevin Rosen Fund VI Affiliates Fund L.P. ("SRVI AFF"), 463,592 shares by Sevin Rosen Fund VIII L.P. ("SRFVIII") and 9,442 shares by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF") to their respective partners. These shares were distributed pro rata wihout additoinal consideration to the respective partners pursuant to the applicable partnership agreements.

2. Total common shares of 2,624,433 represents 11 shares held directly by SRB Associates VI L.P. ("SRBVI"), 1,117,168 shares held directly by SRFVI, 88,149 shares held directly by SRVI AFF, 5 shares held directly by SRB Associates VIII L.P. ("SRBVIII"), 1,390,775 shares held directly by SRFVIII and 28,325 shares held directly by SRVIII AFF. Kimzey is a general partner of SRBVIII, the general partner of SRFVIII nd SRVIII AFF, and a limited partner off SRFVI AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares

3. Total common shares of 16 represents 11 shares held directly by SRBVI that were acquired (and subsequently retained) in pro rata distribution from SRVI AFF and 5 shares acquired (and subsequently retained)in pro rata distribution from SRVIII AFF. Kimzey is the general partner of SRBVIII, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

4. Total common shares of 755 are held directly by Kimzey and represent 114 shares of common stock that were acquired in a pro rata distribution by SRVI AFF and 641 shares acquired in a pro rata distribution by SRVIII AFF to its direct and indirect partners.

	John V. Jaggers, As Attorney-In-Fact	02/01/2012
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.