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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2012

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	06/27/2012		J		1,749,626⁽¹⁾	D	$0	0	I	See Footnote
Common Stock	06/27/2012		J		32	A	$0	48	I⁽²⁾	See Footnote
Common Stock	06/27/2012		J		1,510	A	$0	2,265⁽³⁾	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 1,749,626 represents pro rata distribution of 744,778 shares by Sevin Rosen Fund VI L.P., 58,766 shares by Sevin Rosen VI Affiliates Fund L.P. ("SRVI AFF"), 927,183 shares by Sevin Rosen Fund VIII L.P. ("SRF VIII") and 18,883 shares by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF") to their respective partners. These shares were distributed pro rata without additional consideration to the respective partners pursuant to the applicable partnership agreements. Jackie Kimzey ("Kimzey) is a general partner of SRB Associates VIII L.P. ("SRB VIII"), the general partner of SRF VIII and SRVIII AFF, and a limited partner of SRVI AFF, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares. A total of 11 shares are held directly by SRB Associates VI L.P. ("SRB VI") and 5 shares are held directly by SRB VIII.

2. Total common shares of 48 represents 11 shares held directly by SRB VI and 22 shares that were acquired (and subsequently retained by SRB VI) in pro rata distribution by SRVI AFF, 5 shares held directly by SRB VIII, and 10 shares that were acquired (and subsequently retained by SRB VIII) in pro rata distribution by SRVIII AFF. Kimzey is the general partner of SRB VIII, and disclaims beneficial ownership of these shares except to the extent of his proportionate interest in these shares.

3. Total common shares of 2,265 represents 755 shares held directly by Kimzey and 228 shares that were acquired in a pro rata distribution by SRVI AFF and 1,282 shares that were acquired in pro rata distribution by SRVIII AFF to its direct and indirect partners.

	John V. Jaggers, As Attorney-In-Fact	06/28/2012
	** 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).
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