0000902664-16-007441.txt : 20160624 0000902664-16-007441.hdr.sgml : 20160624 20160624170552 ACCESSION NUMBER: 0000902664-16-007441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160624 DATE AS OF CHANGE: 20160624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANGOE INC CENTRAL INDEX KEY: 0001182325 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061571143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86565 FILM NUMBER: 161731687 BUSINESS ADDRESS: STREET 1: 35 Executive Boulevard CITY: Orange STATE: CT ZIP: 06477 BUSINESS PHONE: 203-859-9300 MAIL ADDRESS: STREET 1: 35 Executive Boulevard CITY: Orange STATE: CT ZIP: 06477 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Marlin Management Company, LLC CENTRAL INDEX KEY: 0001669180 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 BUSINESS PHONE: 310 364-0100 MAIL ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 SC 13D/A 1 p16-1437sc13da.htm

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Tangoe, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

87582Y108

(CUSIP Number)
 

Marlin Management Company, LLC

Attention: Robert Kunold, Jr.

338 Pier Avenue

Hermosa Beach, CA 90254

(310) 364-0100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 23, 2016

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

4M Strategic Investments, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC, OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,094,599 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,094,599 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Marlin Management Company, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,094,599 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,094,599 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

David Michael McGovern

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

4,094,599 shares of Common Stock

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

4,094,599 shares of Common Stock

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

14

TYPE OF REPORTING PERSON

IN, HC

         

 

 

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 5 of 7 Pages

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2016 (the “Original Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”) with respect to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Tangoe, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 1 amends Items 3 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and restated as follows:
   
  The shares of Common Stock were purchased by 4M Strategic with working capital and/or funds from a working line of credit with Bank of Montreal. The Reporting Persons used approximately $31,526,855 (excluding brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5 of the Schedule 13D is hereby amended and restated as follows:
   
(a) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 4,094,599 shares of Common Stock, constituting approximately 10.4% of the outstanding Common Stock. All percentages set forth herein are based upon a total of 39,430,820 shares of Common Stock outstanding as of October 31, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the SEC on November 9, 2015.
   
(b) Each of the Reporting Persons may be deemed to have the shared power to vote or to direct the vote or to dispose or to direct the disposition of 4,094,599 shares of Common Stock.
   
(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in shares of Common Stock listed hereto were effected in the open market through various brokerage entities.
   
(d) Not applicable.
   
(e) Not applicable.
   

 

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 24, 2016

 

  4M STRATEGIC INVESTMENTS, LLC
     
    By: Marlin Management Company, LLC, as manager
     
    By: /s/ David Michael McGovern
      Name: David Michael McGovern
      Title: Manager
       
       
  MARLIN MANAGEMENT COMPANY, LLC
     
    By: /s/ David Michael McGovern
      Name: David Michael McGovern
      Title: Manager
   
   
  /s/ David Michael McGovern
  David Michael McGovern
   

 

 

CUSIP No. 87582Y108

SCHEDULE 13D/A

Page 7 of 7 Pages

 

Annex A

 

TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS

 

The following tables set forth all transactions in the Common Stock effected by the Reporting Persons in the past sixty days. All such transactions were effected in the open market through a broker and all prices per share exclude commissions.

 

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
06/10/2016 42,600 7.93
06/13/2016 75,000 7.82
06/14/2016 59,158 8.17
06/15/2016 100,000 8.79
06/16/2016 63,275 8.95
06/17/2016  15,854  9.00
06/23/2016   37,286  8.85
06/23/2016   700,000  8.07