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^*

Snyder Scott E.

(Last)

(First)

(Middle)

C/O TANGOE, INC.

35 EXECUTIVE BOULEVARD

(Street)

ORANGE

06477

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Corporate Development

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014

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	02/18/2014		M		3,270⁽¹⁾	A	$1.23	13,270⁽²⁾	D
Common Stock	02/18/2014		S		1,635⁽³⁾	D	$19.5	11,635⁽⁴⁾	D
Common Stock	02/18/2014		S		1,635⁽³⁾	D	$20	10,000⁽⁵⁾	D
Common Stock	02/19/2014		S		1,000⁽⁶⁾	D	$19.185⁽⁷⁾	9,000⁽⁸⁾	D
Common Stock	02/19/2014		A		23,000⁽⁹⁾	A	$0.00	32,000⁽¹⁰⁾	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)
Employee Stock Options (right to buy)	$1.23	02/18/2014		M			3,270⁽¹⁾	⁽¹¹⁾	03/06/2018	Common Stock	3,270⁽¹⁾	$1.23	16,225	D

Explanation of Responses:

1. The exercise reported in this line was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013.

2. Represents 3,270 shares of common stock and 10,000 restricted stock units ("RSUs").

3. The sales reported in this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013.

4. Represents 1,635 shares of common stock and 10,000 RSUs.

5. Represents 10,000 RSUs.

6. The sales reported in this line were used to pay tax withholding in connection with the vesting of previously granted RSUs and were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013.

7. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $19.09 to $19.41 per share. The reporting person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

8. Represents 2,333 shares of common stock and 6,667 RSUs.

9. The securities acquired are RSUs granted to the reporting person under the Issuer's 2011 Stock Incentive Plan. Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest as to one-ninth of the original number of shares on February 19, 2015, and as to an additional one-ninth of the original number of shares on the date that is three months after February 19, 2015 and each quarter thereafter until the third anniversary of the grant date.

10. Represents 2,333 shares of common stock and 29,667 RSUs.

11. Vested in full.

	/s/ Thomas P. Flynn (as attorney-in-fact)	02/20/2014
	** 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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