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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Tango Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
87583X109 (CUSIP Number) |
Josh La Grange Fried, Frank, Harris, Shriver & Jacobson, 801 17th Street, NW Washington, DC, 20006 202-639-7497 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 87583X109 |
| 1 |
Name of reporting person
BCTG Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 87583X109 |
| 1 |
Name of reporting person
MVA Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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 With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
326,886.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 87583X109 |
| 1 |
Name of reporting person
Davis Aaron I. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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 With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,740,385.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 87583X109 |
| 1 |
Name of reporting person
Boxer Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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 With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,380,999.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Tango Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 BROOKLINE AVENUE, SUITE 901, BOSTON,
MASSACHUSETTS
, 02215. | |
Item 1 Comment:
With respect to Boxer Capital Management, LLC ("BCM"), BCTG Holdings, LLC ("BCTG Holdings"), MVA Investors, LLC ("MVA Investors") and Aaron I. Davis (together with BCM, BCTG Holdings and MVA Investors, the "Reporting Persons"), this amendment (this "Amendment No. 7") further amends and supplements the statement on Schedule 13D filed on August 20, 2021 (the "Original Filing") by BCTG Holdings, MVA Investors, Mr. Davis and certain other persons with respect to the Common Stock, par value $0.001 (the "Common Stock") of Tango Therapeutics, Inc. (the "Issuer"), as previously amended and filed on January 4, 2022 ("Amendment No. 1"), August 16, 2023 ("Amendment No. 2"), October 18, 2023 ("Amendment No. 3"), October 15, 2024 ("Amendment No. 4"), October 28, 2024 (Amendment No. 5), and November 7, 2024 ("Amendment No. 6"). Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Original Filing, as previously amended. The Original Filing, as previously amended, is further amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Filing, as previously amended, such incorporation by reference is also amended hereby. BCTG Holdings reports herein that it has ceased to beneficially own more than 5% of the outstanding shares of Common Stock. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by the addition of the following:
On December 30, 2024, BCTG Holdings distributed 6,770,357 shares of Common Stock to an account managed by BCM and 218,093 shares of Common Stock to MVA Investors, for no consideration. Consequently, BCTG Holdings has ceased to beneficially own any shares of Common Stock of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by the addition of the following:
The disclosure set forth above in Item 3 is hereby incorporated herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | For information regarding beneficial ownership, see the information presented on the cover pages. All percentages are based on 107,450,318 shares of the Issuer's Common Stock outstanding, which is (i) 107,417,818 shares of the Issuer's Common Stock outstanding as of November 1, 2024 as set forth in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 6, 2024, plus (ii) 32,500 shares of Common Stock subject to options to purchase shares of Common Stock, held by Mr. Davis, exercisable in the next 60 days. The Reporting Persons may be deemed to beneficially own, in the aggregate, 10,740,385 shares of Common Stock, representing beneficial ownership of 9.996% of the outstanding shares of Common Stock. | |
| (b) | For information regarding beneficial ownership, see the information presented on the cover pages. All percentages are based on 107,450,318 shares of the Issuer's Common Stock outstanding, which is (i) 107,417,818 shares of the Issuer's Common Stock outstanding as of November 1, 2024 as set forth in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 6, 2024, plus (ii) 32,500 shares of Common Stock subject to options to purchase shares of Common Stock, held by Mr. Davis, exercisable in the next 60 days. The Reporting Persons may be deemed to beneficially own, in the aggregate, 10,740,385 shares of Common Stock, representing beneficial ownership of 9.996% of the outstanding shares of Common Stock. | |
| (c) | Other than as described herein in Item 4 or transactions previously reported on Form 4, the Reporting Persons have not engaged in any transactions in the Common Stock since Amendment No.6. | |
| (d) | Other than as described herein and except as may result from indirect interests of investors in MVA Investors or BCM, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report. | |
| (e) | As described in Item 3 above, as of December 30, 2024, BCTG Holdings ceased to beneficially own more than 5% of the outstanding shares of Common Stock. | |
| SIGNATURE | |
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.
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