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)
08/01/2011

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								86,135	I⁽²⁾	See Footnote
Common Stock	08/01/2011		C		3,835,329	A	$0⁽¹⁾	3,921,464	I⁽⁵⁾	See Footnote
Common Stock	08/01/2011		S		179,470	D	$9.3	3,741,994	I⁽⁶⁾	See Footnote
Common Stock	08/02/2011		S		242,770	D	$9.3	3,499,224	I⁽⁷⁾	See Footnote

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)
Series 1 Preferred Stock	⁽¹⁾	08/01/2011		C			11,139,646	⁽¹⁾	⁽¹⁾	Common Stock	3,162,872	$0⁽¹⁾	0	I⁽³⁾	See Footnote
Series 2 Preferred Stock	⁽¹⁾	08/01/2011		C			2,368,403	⁽¹⁾	⁽¹⁾	Common Stock	672,457	$0⁽¹⁾	0	I⁽⁴⁾	See Footnote

Explanation of Responses:

1. Each share of Series 1 Preferred Stock and Series 2 Preferred Stock converted into common stock on a 1-for-3.522 reverse split basis at the closing of the initial public offering.

2. Total common shares of 86,135, represents 79,847 of such common shares held by Sevin Rosen Fund VI L.P. and 6,288 of such common shares held by Sevin Rosen VI Affiliates Fund L.P. Kimzey disclaims beneficial ownership of these shares.

3. Total common shares of 3,162,872 represents 1,589,586 of such common shares held by Sevin Rosen Fund VI L.P., 125,177 of such common shares held by Sevin Rosen VI Affiliates Fund L.P., 1,419,147 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 28,962 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRVIII AFF). Jackie R. Kimzey (Kimzey) is a general partner of the general partner of SRFVIII and SRVIII AFF. Kimzey disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

4. Total common shares of 672,457, represents 659,009 such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 13,448 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRVIII AFF). Kimzey is a general partner of the general partner of SRFVIII and SRVIII AFF. Kimzey disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

5. Total common shares of 3,921,464 represents 1,669,433 of such common shares held by Sevin Rosen Fund VI L.P., 131,465 of such common shares held by Sevin Rosen VI Affiliates Fund L.P., 2,078,156 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 42,410 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRVIII AFF). Kimzey is a general partner of the general partner of SRFVIII and SRVIII AFF. Kimzey disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

6. Total common shares of 3,741,994 represents 1,592,979 of such common shares held by Sevin Rosen Fund VI L.P., 125,543 of such common shares held by Sevin Rosen VI Affiliates Fund L.P., 1,983,036 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 40,436 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRVIII AFF). Kimzey is a general partner of the general partner of SRFVIII and SRVIII AFF. Kimzey disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

7. Total common shares of 3,499,224 represents 1,489,558 of such common shares held by Sevin Rosen Fund VI L.P., 117,532 of such common shares held by Sevin Rosen VI Affiliates Fund L.P., 1,854,367 of such common shares held by Sevin Rosen Fund VIII L.P. (SRFVIII) and 37,767 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. (SRVIII AFF). Kimzey is a general partner of the general partner of SRFVIII and SRVIII AFF. Kimzey disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares

	John V. Jaggers, As Attorney-In-Fact	08/02/2011
	** 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.