13D Filing: Marlin Management Company, LLC and Tangoe Inc (TNGO)

Tangoe, Inc.

Common Stock,
par value $0.0001 per share

87582Y108

April 27,
2017

NAME OF REPORTING PERSON

4M Strategic Investments, LLC

(a) ¨

(b) ¨

SOURCE OF FUNDS

WC, OO

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,094,599 shares of Common Stock

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,094,599 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

TYPE OF REPORTING PERSON

OO

NAME OF REPORTING PERSON

Marlin Management Company, LLC

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

4,094,599 shares of Common Stock

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

4,094,599 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

TYPE OF REPORTING PERSON

IA

NAME OF REPORTING PERSON

David Michael McGovern

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

4,094,599 shares of Common Stock

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

4,094,599 shares of Common Stock

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,094,599 shares of Common Stock

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%

TYPE OF REPORTING PERSON

IN, HC

Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

On April 27, 2017, the Issuer, Asentinel, LLC (the “Parent”),
a Marlin portfolio company, and TAMS Inc., a wholly owned subsidiary of the Parent (the “Purchaser”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), under which the Purchaser will commence an all
cash tender offer (the “Offer”) for any and all of the Issuer’s outstanding shares of Common Stock, at
a purchase price of $6.50 per share (the “Offer Price”), in cash, without interest, subject to any required
withholding of taxes. Under the Merger Agreement, the Purchaser is required to commence the Offer within 10 business days after
the date of the Merger Agreement. The Offer will remain open for a minimum of 20 business days from the date of commencement, and
if the conditions of the Offer are not met as of the initial expiration date the Purchaser is required to extend the Offer one
or more times through October 27, 2017 until all of the conditions of the Offer are met, the Offer is terminated in accordance
with the terms of the Merger Agreement or the Merger Agreement is terminated in accordance with its terms. The Company granted
the Purchaser a customary top-up option (the “Top-Up Option”) under the Merger Agreement.

The Offer is subject to, among other things, shares of Common Stock
having been validly tendered and not withdrawn that together with any shares of Common Stock beneficially owned by the Parent or
any affiliate of the Parent, represent at least a majority of outstanding shares of Common Stock on a fully diluted basis and a
sufficient number of shares of Common Stock to allow for the Parent, the Purchaser and their respective affiliates to own at least
90% of the outstanding shares of Common Stock following the exercise of the Top-Up Option, which is estimated to be approximately
65% of the currently outstanding shares of Common Stock, the expiration or termination of applicable waiting periods and the receipt
of any required approvals or clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, the availability
of debt financing for the Parent and certain other customary conditions.

The Company has agreed, among other things, (i) to conduct its business
in the ordinary course during the period between the execution of the Merger Agreement and the consummation of the Merger; and
(ii) subject to certain customary exceptions set forth in the Merger Agreement to permit the Company’s board of directors
to comply with its fiduciary duties, to recommend that the Company’s stockholders accept the Offer and tender their shares
pursuant to the Offer and vote in favor of the adoption of the Merger Agreement. The Merger Agreement also contains customary representations,
warranties and covenants of the Company, the Parent and the Purchaser. The Merger Agreement includes a 30-day go-shop period and
specified termination rights for the Company and the Parent, including the payment of termination fees under certain circumstances.

The foregoing description of the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to the actual terms of the Merger Agreement, which is referenced as
Exhibit 3 hereto (which is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with
the SEC on April 28, 2017).

Item 6 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

On April 27, 2017, the Issuer, the Parent and the Purchaser entered
into the Merger Agreement. The Merger Agreement which is referenced as Exhibit 3 hereto (which is incorporated by reference to
Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on April 28, 2017).

Other than the Joint Filing Agreement previously filed as Exhibit
1 to the Original Schedule 13D, the Non-Disclosure Agreement previously disclosed in Amendment No. 2 to the Schedule 13D, the Indication
of Interest Letter previously filed as Exhibit 2 in Amendment No. 3 to the Schedule 13D and the Merger Agreement, there are no
contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other
person with respect to the Common Stock.

EXHIBITS