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* Gamble Charles D. (Last) (First) (Middle) C/O TANGOE, INC. 35 EXECUTIVE BOULEVARD (Street) ORANGE CT 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, Customer Account Mgt
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2014		S		3,000(1)	D	$19.4842(2)	82,860(3)	D
Common Stock	02/19/2014		S		3,000(1)	D	$19.2952(4)	79,860(5)	D
Common Stock	02/19/2014		S		1,667(6)	D	$19.185(7)	78,193(8)	D
Common Stock	02/19/2014		A		23,000(9)	A	$0.00	101,193(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this line were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2013.

2. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $19.45 to $19.50 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.

3. Represents 70,360 shares of common stock and 12,500 restricted stock units ("RSUs").

4. The price reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $19.09 to $19.50 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.

5. Represents 67,360 shares of common stock and 12,500 RSUs.

6. The sales reported in this line were used to pay tax withholding in connection with the vesting of previously granted restricted stock units ("RSUs") and were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 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 69,860 shares of common stock and 8,333 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 69,860 shares of common stock and 31,333 RSUs.

	/s/ Thomas P. Flynn (as attorney-in-fact for Charles D. Gamble)	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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