SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Flynn Thomas P

(Last)

(First)

(Middle)

254 OLDE STAGE ROAD

(Street)

GLASTONBURY

06033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2015

3. Issuer Name and Ticker or Trading Symbol
TANGOE INC [ TNGO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	92,532⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	07/11/2021	Common Stock	134,886	$10	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/13/2022	Common Stock	65,000	$15.56	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/19/2023	Common Stock	15,000	$15.08	D

Explanation of Responses:

1. Represents 10,547 shares of common stock and 82,015 time-based restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") for which the performance-criteria have now been satisfied previously granted to the reporting person under the Issuer's 2011 Stock Incentive Plan.

2. A grant of 11,229 PSUs, with a balance of 6,737 PSUs (the "2014 PSUs"), vested as to 20% of the shares subject to the 2014 PSUs on each of February 19, 2015 and May 19, 2015, and vest as to an additional 20% of the shares subject to the 2014 PSUs each quarter thereafter until February 19, 2016. A grant of 12,500 RSUs, with a balance of 4,167 RSUs (the "2013 RSUs"), vests in full on February 19, 2016. A grant of 40,000 RSUs, with a balance of 31,111 RSUs (the "2014 RSUs"), vested as to one-ninth of the shares subject to the 2014 RSUs on each of February 19, 2015 and May 19, 2015, and vests as to an additional one-ninth of the shares subject to the 2014 RSUs each quarter thereafter until February 19, 2017. A grant of 40,000 RSUs (the "2015 RSUs") vests as to one-ninth of the shares subject to the 2015 RSUs on February 19, 2016, and as to an additional one-ninth of the shares subject to the 2015 RSUs each quarter thereafter until February 19, 2018

3. Vested in full.

4. Currently vested as to 55,521 shares with further vesting as to an additional 2.0833% of the original 65,000 shares subject to the option occurring monthly through February 13, 2016.

5. Currently vested as to 9,063 shares with further vesting as to an additional 2.0833% of the original 15,000 shares subject to the option occurring monthly through February 19, 2017.

	/s/ Gary R. Martino (as attorney-in-fact for Thomas P. Flynn)	08/07/2015
	** 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 5 (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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