SEC Form 4 · accession 0001179110-17-009240
TANGOE INC · TNGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard S. Pontin
Director
Period of report
Jun 15, 2017
Accepted (ET)
Jun 19, 2017 · 6:07 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001182325
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 15, 2017 | U | 26,583 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonstatutory Stock Option (right to buy)F3,F2 | $1.23 | Jun 16, 2017 | D | 5,798 | D | — | Oct 12, 2017 | Common Stock | 5,798 | 0 | D |
| Nonstatutory Stock Option (right to buy)F3,F2 | $1.66 | Jun 16, 2017 | D | 56,785 | D | — | Jan 30, 2019 | Common Stock | 56,785 | 0 | D |
| Nonstatutory Stock Option (right to buy)F3,F2 | $4.72 | Jun 16, 2017 | D | 14,196 | D | — | Apr 16, 2020 | Common Stock | 14,196 | 0 | D |
| Nonstatutory Stock Option (right to buy)F3,F2 | $5.99 | Jun 16, 2017 | D | 14,196 | D | — | Jan 28, 2021 | Common Stock | 14,196 | 0 | D |
Explanation of responses
- F1These shares were validly tendered and disposed of in exchange for the right to receive $6.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 27, 2017, by and among Tangoe, Inc., Asentinel, LLC and TAMS Inc. (the "Merger Agreement") and the Offer (as defined in the Merger Agreement).
- F2Vested in full.
- F3Pursuant to the terms of the Merger Agreement, upon effectiveness of the merger of TAMS Inc. with and into Tangoe, Inc., each outstanding and unexercised stock option was canceled and converted into the right to receive $6.50 per share less the applicable exercise price of such stock option, net to the seller in cash, without interest and less any applicable withholding taxes.