TANGOE INC (Form: 25, Received: 03/27/2017 16:07:23)




Washington, D.C. 20549





OMB Number: 3235-0080


Expires: March 31, 2018


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Commission File Number 001-35247


Tangoe, Inc.

The NASDAQ Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)


35 Executive Boulevard

Orange, Connecticut 06477

(203) 859-9300

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)


Common Stock, par value $0.0001 per share

(Description of class of securities)


Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:


o             17 CFR 240.12d2-2(a)(1)


o             17 CFR 240.12d2-2(a)(2)


o             17 CFR 240.12d2-2(a)(3)


o             17 CFR 240.12d2-2(a)(4)


x           Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.(1)


o             Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.


Pursuant to the requirements of the Securities Exchange Act of 1934, Tangoe, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.







Chief Administrative Officer,

March 27, 2017



/s/ Thomas P. Flynn


General Counsel & Secretary








(1) Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.


SEC 1654 (03-06)

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Exhibit 99.25



Sent via electronic delivery


March 10, 2017


Jay Frankl

Senior Managing Director, FTI Consulting

1101 K Street, NW

Washington, DC 20005



Tangoe, Inc. (Symbol: TNGO)


Nasdaq Listing Qualifications Hearings


Docket No. NQ 6171N-16


Dear Mr. Frankl:


This is to inform you that the Nasdaq Hearings Panel has determined to delist the shares of Tangoe, Inc. (the Company) from The Nasdaq Stock Market, effective at the open of business on Tuesday, March 14, 2017.


The Company was before the Panel on November 3, 2016, for failure to meet its filing obligations pursuant to Nasdaq Listing Rule 5250(c)(1). The Panel issued a decision in this matter on November 9, 2016, which is incorporated into this decision by reference. In that decision, the Panel continued the Company’s listing, conditioned upon the Company’s filing its restatements and all its delinquent reports by March 10, 2017, as well as providing periodic updates of progress toward that end.


The Company informed the Panel on March 9, 2017, that it would be unable to meet the requirements of the Panel’s decision.


Accordingly, the Panel has determined to delist the Company’s shares from the Nasdaq Stock Market, and will suspend trading in those shares effective at the open of business on March 14, 2017.


The Company may request that the Nasdaq Listing and Hearing Review Council review this decision. A written request for review must be received within 15 days from the date of this decision, and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaqomx.com. Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a fee of $10,000.00 to The Nasdaq Stock Market LLC to cover the cost of the review. Instructions for submitting the fee are on the enclosed Appeals Payment Form . Please include evidence of this payment with the e-mailed request for review by attaching a PDF copy of the wire instructions or check.


The Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this decision, it may affirm,


805 King Farm Boulevard / Rockville, Maryland 20850 USA / Nasdaq.com



modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council determines that this matter will be called for review.


Should you have any questions, please do not hesitate to contact me at (240) 417-2528.





Amy Horton

Hearings Advisor

Nasdaq Office of General Counsel




Check Payment Form


If paying by check, please complete this form and include it along with your payment. If paying by wire, please click here for instructions.


All checks should be made payable to The Nasdaq Stock Market LLC at the following address:


For payments sent by regular mail:
The Nasdaq Stock Market LLC
c/o Wells Fargo Bank, N.A.
Lockbox 90200
PO Box 8500
Philadelphia, PA 19178-0200


For payments sent by overnight mail:
The Nasdaq Stock Market LLC
c/o Wells Fargo Bank, N.A.
Lockbox 90200
401 Market Street
Philadelphia, PA 19106














REMITTER NAME (if different than Company Name)









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