SEC Form SC 13D/A filed by Tango Therapeutics Inc. (Amendment)

This Amendment No. 3 (“Amendment No. 3”) further amends and supplements the statement on Schedule 13D as amended by Amendment No. 2 filed on August 16, 2023 and Amendment No. 1 filed on January 4, 2022 by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), Joe Lewis, MVA Investors, LLC (“MVA Investors”), Aaron I. Davis, BCTG Holdings, LLC (“BCTG Holdings”), and, as its original filing on Schedule 13D regarding the Issuer, Braslyn Ltd. (“Braslyn) (together, the “Reporting Persons”), which, in respect of the Reporting Persons other than Braslyn, amended and supplemented the original statement on Schedule 13D filed by them on August 20, 2021 (as previously amended, the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing.

All percentages are based on 101,738,444 shares of the Issuer’s Common Stock outstanding as of August 23, 2023 as set forth in the Issuer’s Prospectus filed with the SEC on September 1, 2023.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 15,962,577 shares of Common Stock, representing 15.7% of the outstanding shares of Common Stock.

BCTG Holdings beneficially owns 6,988,450 shares of Common Stock which represents 6.9% of the outstanding Common Stock. Boxer Capital and Boxer Management beneficially own 8,198,642 shares of Common Stock which represents 8.1% of the outstanding Common Stock. Braslyn beneficially owns 26,961 shares of Common Stock which represents less than 0.1% of the outstanding Common Stock. Joe Lewis beneficially owns 15,214,053 shares of Common Stock which includes the shares of Common Stock beneficially owned by BCTG Holdings, Boxer Capital, and Braslyn and which represents 15.0% of the outstanding Common Stock. MVA Investors beneficially owns 693,524 shares of Common Stock which represents 0.7% of the outstanding Common Stock. Mr. Davis beneficially owns 748,524 shares of Common Stock which includes the shares of Common Stock beneficially owned by MVA Investors and which represents 0.7% of the outstanding Common Stock.

(c) Other than as described herein, the Reporting Persons have not engaged in any transactions in the Common Stock in the past 60 days except for those sales by Boxer Capital and MVA Investors reported in a Form 4 filed on October 11, 2023 and those purchases by Boxer Capital reported in a Form 4/A filed on October 17, 2023.

(d) Other than as described herein and except as may result from indirect interests of investors in Boxer Capital, BCTG, and MVA Investors, 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) Not applicable.