Southpoint Capital Advisors SC 13G Tango Therapeutics / Southpoint Capital Advisors ownership change

Southpoint Capital Advisors SC 13GTango Therapeutics / Southpoint Capital Advisors ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Tango Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

87583X109

(CUSIP Number)

June 30, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).


Item 1(a).		Name of Issuer:

		Tango Therapeutics, Inc. (the “Issuer”)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		100 Binney St., Suite 700
		Cambridge, MA 02142

Item 2(a).		Names of Persons Filing:

		The name of the persons filing this report (the “Reporting Persons”) are:

		(i) Southpoint Master Fund, LP

		(ii) Southpoint Capital Advisors LP

		(iii) Southpoint Capital Advisors LLC

		(iv) Southpoint GP, LP

		(v) Southpoint GP, LLC

		(vi) John S. Clark II

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		The address of the principal business office of each of the Reporting Persons is:

		1114 Avenue of the Americas, 22^nd Floor New York, NY 10036

Item 2(c).		Citizenship:


		Southpoint Master Fund, L.P.:		Cayman Islands

		Southpoint Capital Advisors LP:		Delaware

		Southpoint Capital Advisors LLC:		Delaware

		Southpoint GP, LP:		Delaware

		Southpoint GP, LLC:		Delaware

		John S. Clark II:		United States


Item 2(d).		Title of Class of Securities:

		Common Stock, par value $0.001 (“Common Stock”)

Item 2(e).		CUSIP Number:

		87583X109

Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

		Not applicable.


Item 4.		Ownership.

		The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 87,897,475 outstanding shares of Common Stock as reported in the Issuer’s Form 10-Q filed May 11, 2022. Shares reported herein are held by Southpoint Master Fund, LP for which Southpoint Capital Advisors LP serves as the investment manager and Southpoint GP, LP serves as the general partner. Southpoint Capital Advisors LLC serves as the general partner of Southpoint Capital Advisors LP and Southpoint GP, LLC serves as the general partner of Southpoint GP, LP. John S. Clark II serves as the managing member of both Southpoint Capital Advisors LLC and Southpoint GP, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein.

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not applicable.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 11, 2022


SOUTHPOINT MASTER FUND, LP By: Southpoint GP, LP, its General Partner By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT CAPITAL ADVISORS LP By: Southpoint Capital Advisors LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT CAPITAL ADVISORS LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT GP, LP By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT GP, LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


JOHN S. CLARK II

By:		/s/ John S. Clark II
		John S. Clark II, individually

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of July 11, 2022, is by and among Southpoint Master Fund, LP, Southpoint Capital Advisors LP, Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to Common Stock of Tango Therapeutics, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.


SOUTHPOINT MASTER FUND, LP By: Southpoint GP, LP, its General Partner By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member



SOUTHPOINT CAPITAL ADVISORS LP By: Southpoint Capital Advisors LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT CAPITAL ADVISORS LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT GP, LP By: Southpoint GP, LLC, its General Partner

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


SOUTHPOINT GP, LLC

By:		/s/ John S. Clark II
		John S. Clark II Managing Member


JOHN S. CLARK II

By:		/s/ John S. Clark II
		John S. Clark II, individually

NAMES OF REPORTING PERSONS

Southpoint Master Fund, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands