SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

TAMS Inc.
c/o Marlin Management Company, LLC
338 Pier Avenue
Hermosa Beach, CA 90254
Attention: Peter Chung
Telephone: (310) 364-0100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:
Rick Presutti
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000

*: Estimated for purposes of calculating the amount of filing fee only. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of Tangoe, Inc., at a purchase price of $6.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes. The underlying value of the transaction was calculated based on the sum of: (i) 39,943,806 issued and outstanding Shares, multiplied by $6.50 per Share; (ii) 2,737,566 Shares underlying vested stock options (including stock options that are expected to become vested in connection with the transaction) with an exercise price that is less than $6.50 per Share, multiplied by $2.53 per Share (which is the difference between $6.50 and $3.97, the weighted average exercise price of such options that have an exercise price that is less than $6.50 per Share); (iii) 1,576,601 Shares (or share equivalents) subject to restricted stock units and performance-based share units that are or are expected to become vested in connection with the transaction, multiplied by $6.50 per Share; and (iv) 139,336 Shares subject to stock awards that are or are expected to become vested in connection with the transaction, multiplied by $6.50 per Share.
**: The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 30, 2016, by multiplying the Transaction Value by 0.0001159.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Tender Offer Statement on Schedule TO (which, together with this Amendment No. 1 and any amendments and supplements thereto, collectively constitute this "Schedule TO") filed by (i) TAMS Inc., a Delaware corporation (the "Offeror") and a direct wholly owned subsidiary of Asentinel, LLC, a Delaware limited liability company ("Parent"), (ii) Parent and (iii) Marlin Management Company, LLC (d/b/a Marlin Equity Partners). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding common stock, par value $0.0001 per share (the "Shares") of Tangoe, Inc. (the "Company") at a purchase price of $6.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated May 12, 2017 (which, together with any amendments and supplements thereto, collectively constitute the "Offer to Purchase"), and in the related Letter of Transmittal (as it may be amended or supplemented, the "Letter of Transmittal"), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (and which, together with the Offer to Purchase, constitute the "Offer").

Except as otherwise set forth below, the information set forth in this Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO.

(a) The information set forth in the section of the Offer to Purchase entitled Section 15—"Certain Legal Matters; Regulatory Approvals" is hereby amended and supplemented by replacing the second paragraph under the sub-section entitled "United States Antitrust Compliance" with the following paragraph:

"Under the HSR Act, the Offeror's purchase of Shares in the Offer may not be completed until the expiration of a fifteen calendar day waiting period following the filing by the Sponsor, as the ultimate parent entity of the Offeror, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. The Sponsor and the Company on May 4, 2017 filed their Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger. On May 16, 2017, the FTC and the Antitrust Division granted early termination of the waiting period under the HSR Act applicable to the Offer."

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

Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated May 12, 2017.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Joint Press Release issued by Marlin Equity Partners, Tangoe, Inc. and Asentinel, LLC on April 28, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Tangoe, Inc., Inc. on April 28, 2017).
(a)(1)(G)		Summary Advertisement as published in the Wall Street Journal on May 12, 2017.*
(b)(1)		Debt Commitment Letter, dated as of April 27, 2017, by and among PNC Bank, National Association, Tennenbaum Capital Partners, LLC, TPG Specialty Lending, Inc. and Asentinel, LLC.*
(d)(1)		Agreement and Plan of Merger, dated as of April 27, 2017, by and among Tangoe Inc., TAMS Inc., and Asentinel, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tangoe, Inc. on April 28, 2017).
(d)(2)		Limited Guarantee, dated as of April 27, 2017, delivered by Marlin Equity IV, L.P. in favor of Tangoe, Inc.*
(d)(3)		Equity Commitment Letter, dated as of April 27, 2017, delivered by Marlin Equity IV, L.P. to Asentinel, LLC and TAMS Inc.*
(g)		None.
(h)		None.

Transaction Value*		Amount of Filing Fee**



$277,714,371.48		$32,187.10


Amount Previously Paid:	$32,187.10	Filing Party:	TAMS Inc., Asentinel, LLC and Marlin Management Company, LLC
Form or Registration No.:	Schedule TO	Date Filed:	May 12, 2017


		TAMS Inc.
		By:		/s/ ROBB WARWICK
		Name:		Robb Warwick
		Title:		President
		Asentinel, LLC
		By:		/s/ ROBB WARWICK
		Name:		Robb Warwick
		Title:		Treasurer
		Marlin Management Company, LLC
		By:		/s/ PETER CHUNG
		Name:		Peter Chung
		Title:		Principal