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Filing Details

Accession Number:: 0001193125-16-631607
Form Type:: 13D Filing
Publication Date:: 2016-06-24 16:33:04

Filed By:: Clearlake Capital Partners Iv Finance, L.p.
Company:: Tangoe Inc (NASDAQ:TNGO)
Filing Date:: 2016-06-24
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Clearlake Capital Partners IV Finance	5,902,797	5,902,797	5,902,797	14.97%
Clearlake Capital Partners IV GP	5,902,797	5,902,797	5,902,797	14.97%
Clearlake Capital Partners	5,902,797	5,902,797	5,902,797	14.97%
CCG Operations	5,902,797	5,902,797	5,902,797	14.97%
Behdad Eghbali	5,902,797	5,902,797	5,902,797	14.97%
Jos E. Feliciano	5,902,797	5,902,797	5,902,797	14.97%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13D-2(A)

(Amendment No. 6)

Tangoe, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

87582Y108

(CUSIP Number)

Behdad Eghbali

Clearlake Capital Partners IV Finance, L.P.

c/o Clearlake Capital Group, L.P.

233 Wilshire Blvd, Suite 800

Santa Monica, California 90401

(310) 400-8800

copies to:

Mehdi Khodadad

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

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

June 23, 2016

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting persons 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).


CUSIP NO. 87582Y108		13D		Page 2 of 10 Pages


1.	Name of reporting person Clearlake Capital Partners IV Finance, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) PN


CUSIP NO. 87582Y108		13D		Page 3 of 10 Pages


1.	Name of reporting person Clearlake Capital Partners IV GP, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) PN


CUSIP NO. 87582Y108		13D		Page 4 of 10 Pages


1.	Name of reporting person Clearlake Capital Partners, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) OO


CUSIP NO. 87582Y108		13D		Page 5 of 10 Pages


1.	Name of reporting person CCG Operations, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) OO


CUSIP NO. 87582Y108		13D		Page 6 of 10 Pages


1.	Name of reporting person Behdad Eghbali
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization United States
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) IN


CUSIP NO. 87582Y108		13D		Page 7 of 10 Pages


1.	Name of reporting person José E. Feliciano
2.	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization United States
Number of Shares Beneficially Owned by Each Reporting Person		7.	Sole voting power 0
		8.	Shared voting power 5,902,797
		9.	Sole dispositive power 0
		10.	Shared dispositive power 5,902,797
11.	Aggregate amount beneficially owned by each reporting person 5,902,797
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 14.97%
14.	Type of reporting person (see instructions) IN


CUSIP NO. 87582Y108		13D		Page 8 of 10 Pages

This Amendment No. 6 to Schedule 13D is being filed by Clearlake Capital Partners IV Finance, L.P., Clearlake Capital Partners IV GP, L.P., Clearlake Capital Partners, LLC, CCG Operations, LLC, Behdad Eghbali and José E. Feliciano (collectively, the Reporting Persons), pursuant to §240.13d-2(a), to amend the Schedule 13D filed by the Reporting Persons on November 30, 2015 (the Initial Schedule 13D), as amended by Amendment No. 1 thereto filed by the Reporting Persons on December 15, 2015, by Amendment No. 2 thereto filed by the Reporting Persons on January 11, 2016, by Amendment No. 3 thereto filed by the Reporting Persons on January 20, 2016, by Amendment No. 4 thereto filed by the Reporting Persons on March 22, 2016, and by Amendment No. 5 thereto filed by the Reporting Persons on April 14, 2016, relating to the Common Stock, $0.0001 par value per share, of Tangoe, Inc. Except as set forth below, all Items of the Initial Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Initial Schedule 13D is amended in its entirety to read as follows:

In a series of transactions completed on April 13, 2016, the Reporting Persons acquired 7,492,797 shares of common stock of the Issuer (the Shares) for approximately $56.9 million in investment capital. The source of funds for this consideration was the available capital of Clearlake Capital Partners IV Finance, L.P., which may, at any given time, include margin loans made by brokerage firms, or capital contributions from investors in Clearlake Capital Partners IV Finance, L.P., each in the ordinary course of business. On June 23, 2016, the Reporting Persons disposed of 1,590,000 of the Shares.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Initial Schedule 13D is amended in its entirety to read as follows:

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 are incorporated herein by reference.

(a)

As of the date hereof, the Reporting Persons have the following interest in the securities of the Company:

Clearlake Capital Partners IV Finance, L.P. beneficially owns 5,902,797 Shares, making it the beneficial owner of 14.97% of the Issuers common stock. Clearlake Capital Partners IV Finance, L.P. has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.

ii.

Clearlake Capital Partners IV GP, L.P. beneficially owns 5,902,797 Shares, making it the beneficial owner of 14.97% of the Issuers common stock. Clearlake Capital Partners IV GP, L.P. has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.

iii.

Clearlake Capital Partners, LLC beneficially owns 5,902,797 Shares, making it the beneficial owner of 14.97% of the Issuers common stock. Clearlake Capital Partners, LLC has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.

iv.

CCG Operations, LLC beneficially owns 5,902,797 Shares, making it the beneficial owner of 14.97% of the Issuers common stock. CCG Operations, LLC has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.

Behdad Eghbali beneficially owns 5,902,797 Shares, making him the beneficial owner of 14.97% of the Issuers common stock. Mr Eghbali has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.

vi.

José E. Feliciano beneficially owns 5,902,797 Shares, making him the beneficial owner of 14.97% of the Issuers common stock. Mr. Feliciano has shared voting and investment power with respect to these Shares, and does not have sole voting or investment power with respect to any of these Shares.


CUSIP NO. 87582Y108		13D		Page 9 of 10 Pages

(b)

The information set forth in (a) above is incorporated by reference here.

(c)

There have been no purchases or sales of the Issuers common stock by any of the Reporting Persons within the last sixty days, except for (1) the purchases of the Issuers common stock by Clearlake Capital Partners IV Finance, L.P. on the open market as indicated in the table below, which table sets forth the date upon which such shares were purchased, number of Shares purchased on each such date, and the weighted average purchase price per share for the Shares purchased on each such date, and (2) the sale of 1,590,000 of the Shares at a sale price of $8.00 per share on June 23, 2016.


Date	Number of Shares Purchased		Weighted Average Purchase Price Per Share
11/06/2015		1,830,000	$	6.9996
11/17/2015		70,000	$	6.7989
11/18/2015		275,890	$	7.0693
11/19/2015		262,986	$	7.4795
11/20/2015		115,618	$	7.6202
11/23/2015		140,358	$	7.9330
11/24/2015		100,000	$	8.0753
11/25/2015		373,100	$	8.3112
11/27/2015		60,000	$	8.5153
11/30/2015		105,216	$	8.5372
12/01/2015		21,339	$	8.5617
12/02/2015		39,461	$	8.4506
12/03/2015		58,381	$	8.3060
12/04/2015		19,744	$	8.2977
12/07/2015		26,625	$	8.2582
12/08/2015		3,657	$	8.2775
12/10/2015		194,123	$	8.4284
12/11/2015		25,000	$	8.2900
12/14/2015		161,746	$	8.4586
12/15/2015		42,471	$	8.4976
12/17/2015		21,900	$	8.4977
12/18/2015		28,430	$	8.4995
01/06/2016		39,993	$	8.1239
01/07/2016		146,354	$	8.1926
01/08/2016		479,451	$	8.3297
01/14/2016		300,000	$	8.2323
01/15/2016		31,373	$	7.9992
01/19/2016		136,684	$	8.1403
03/08/2016		120,245	$	6.7253
03/09/2016		19,005	$	6.9951
03/10/2016		6,408	$	7.0000
03/21/2016		1,034,573	$	7.6503
04/13/2016		1,202,666	$	7.2500

The Reporting Persons sale of 1,590,000 shares of the Issuers common stock on June 23, 2016, reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of the 1,590,000 shares, with the Reporting Persons purchase of (a) 120,245 shares of the Issuers common stock at a price of $6.73 per share on March 8, 2016, (b) 19,005 shares of the Issuers common stock at a price of $7.00 per share on March 9, 2016, (c) 6,408 shares of the Issuers common stock at a price of $7.00 per share on March 10, 2016, (d) 1,202,666 shares of the Issuers common stock at a price of $7.25 per share on April 13, 2016, and (e) 241,676 shares of the Issuers common stock at a price of $7.65 per share on March 21, 2016. The Reporting Persons have agreed to pay to the Issuer, upon settlement of the sale, $1,117,596.02, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.


CUSIP NO. 87582Y108		13D		Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 24, 2016


Clearlake Capital Partners IV Finance, L.P.

By:		Clearlake Capital Partners IV GP, L.P., its general partner
By:		Clearlake Capital Partners, LLC, its general partner

By:		/s/ Behdad Eghbali
Name:		Behdad Eghbali
Title:		Co-President

Clearlake Capital Partners IV GP, L.P.

By:		Clearlake Capital Partners, LLC, its general partner

By:		/s/ Behdad Eghbali
Name:		Behdad Eghbali
Title:		Co-President

Clearlake Capital Partners, LLC

By:		/s/ Behdad Eghbali
Name:		Behdad Eghbali
Title:		Co-President

CCG Operations, LLC

By:		/s/ Behdad Eghbali
Name:		Behdad Eghbali
Title:		Manager

/s/ Behdad Eghbali
Behdad Eghbali

/s/ José E. Feliciano
José E. Feliciano