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^*

Mezzatesta Christopher

(Last)

(First)

(Middle)

C/O TANGOE, INC.

35 EXECUTIVE BLVD

(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 Global Sales

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2015

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	02/19/2015		S		3,334	D	$12.3704⁽¹⁾	30,205⁽²⁾	D
Common Stock	02/19/2015		A		9,357⁽³⁾	A	$0.00	39,562⁽⁴⁾	D
Common Stock	02/19/2015		S		1,871	D	$12.3704⁽⁵⁾	37,691⁽⁶⁾	D
Common Stock	02/19/2015		S		2,778	D	$12.3704⁽⁷⁾	34,913⁽⁸⁾	D
Common Stock	02/19/2015		A		18,000⁽⁹⁾	A	$0.00	52,913⁽¹⁰⁾	D
Common Stock	02/20/2015		A		3,000	A	$0.00	55,913⁽¹¹⁾	D
Common Stock	02/20/2015		S		3,000	D	$12.2	52,913⁽¹²⁾	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. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $12.25 to $12.45 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.

2. Represents 1,872 shares of common stock and 28,333 restricted stock units ("RSUs").

3. The securities acquired are performance-based restricted stock units ("PSUs") previously granted to the reporting person under the issuer's 2011 Stock Incentive Plan, for which the performance-based criteria have now been satisfied. The PSUs vested as to 20% of the total number of shares on February 19, 2015, and vest as to an additional 20% of the total number of shares each quarter thereafter until February 19, 2016.

4. Represents 1,872 shares of common stock and 37,690 RSUs/PSUs.

5. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $12.25 to $12.45 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.

6. Represents 1,872 shares of common stock and 35,819 RSUs/PSUs.

7. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $12.25 to $12.45 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 1,872 shares of common stock and 33,041 RSUs/PSUs.

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, 2016, and as to an additional one-ninth of the original number of shares each quarter thereafter until February 19, 2018.

10. Represents 1,872 shares of common stock and 51,041 RSUs/PSUs.

11. Represents 4,872 shares of common stock and 51,041 RSUs/PSUs. The acquired shares represent a stock award granted to the reporting person under the issuer's 2011 Stock Incentive Plan.

12. Represents 1,872 shares of common stock and 51,041 RSUs/PSUs.

	/s/ Thomas P. Flynn (as attorney-in-fact for Christopher J. Mezzatesta	02/23/2015
	** 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.
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