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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Boxer Capital Management, LLC

(Last) (First) (Middle)
12860 EL CAMINO REAL
SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2024
3. Issuer Name and Ticker or Trading Symbol
Tango Therapeutics, Inc. [ TNGX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) checkbox checked Other (specify below)
See remarks.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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 8,198,642 I See footnote(1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Prefunded Warrant (2) (2) Common Stock 2,340,579 5.1499 I See footnote(1)
Explanation of Responses:
1. These securities are held indirectly by Boxer Capital Management, LLC ("BCM") as the investment manager of an account holding such securities. BCM disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. The prefunded warrants have an exercise price of $0.001 per share of Common Stock and are immediately exercisable and remain exercisable until exercised in full, subject to a 9.99% beneficial ownership limitation which may be increased or decreased by the holder upon 61 days' notice to the Issuer.
Remarks:
The Reporting Person may be deemed a member of a group that beneficially owns more than 10% of the outstanding shares of the common stock, par value $0.001 of the Issuer.
BOXER CAPITAL MANAGEMENT, LLC By: Aaron I. Davis, Managing Member /s/ Aaron I. Davis 10/22/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.