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Marlin Management Company Proposes To Buy Tangoe Inc (NASDAQ:TNGO) For $6.50 Per Share

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Marlin Management Company proposes to purchase Tangoe Inc (NASDAQ:TNGO), a software company, for $6.50 per share. Tangoe shares currently trade at $6.11. Here are the details:

“As contemplated by the potential Transaction, Marlin would acquire 100% of the outstanding capital stock of Tangoe for $6.50 per share (the “Share Price”) in cash in U.S. dollars payable upon consummation of the Transaction, assuming 39,943,806 shares of common stock outstanding (inclusive of the 4,094,599 shares of common stock held by Marlin), 2,737,566 in-the-money options and 1,707,382 restricted stock units (subject to review of the various terms and conditions of restricted stock units and other incentive awards) that, by their terms, are vested in accordance with their terms or will automatically vest upon consummation of the Transaction. In-the-money option shall be paid an amount per share equal to the excess of the Share Price over the applicable exercise price of such in-the-money option. Any options that are not in the money and any restricted stock units or other incentive awards that have not automatically vested upon consummation of the Transaction shall be forfeited and cancelled. For the avoidance of doubt, Tangoe and its board of directors shall not provide for the acceleration of any vesting or similar provisions with respect to any equity incentive awards following the date of this indication of interest through consummation of the Transaction.”

The entire letter as well as the details of the 13D filing are shared below:

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
4M Strategic Investments 0 4,094,599 0 4,094,599 4,094,599 10.4%
Marlin Management Company 0 4,094,599 0 4,094,599 4,094,599 10.4%
David Michael McGovern 4,094,599 0 4,094,599 0 4,094,599 10.4%

Page 1 of 7 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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

With a copy to:

Eleazer N. Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

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

February
27, 2017

(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).

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