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Form 4: Third Rock Disposes 1,100,000 Tango Therapeutics (TNGX) Shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Third Rock Ventures entities reported a sale of Tango Therapeutics (TNGX) common stock on 08/19/2025. The filing states 1,100,000 shares were sold at a weighted-average price of $7.0116 per share (prices ranged $7.00–$7.12). After the sale, Third Rock Ventures IV, L.P. is reported to beneficially own 15,759,075 shares, held indirectly through its GP entities. The report is filed by multiple related reporting persons and includes the standard disclaimers that the GP entities disclaim beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • Reported insider sale of 1,100,000 common shares on 08/19/2025 at a weighted-average price of $7.0116.
  • Beneficial ownership decreased to 15,759,075 shares for Third Rock Ventures IV, L.P., as reported.

Insights

TL;DR: A significant insider sale of 1.1M TNGX shares at ~$7.01 reduces Third Rock IV's stake to 15.76M shares; transaction is factual, not interpretive.

The Form 4 discloses a single non-derivative disposition totaling 1,100,000 common shares on 08/19/2025 at a weighted-average price of $7.0116. The filing identifies the seller as Third Rock Ventures IV, L.P., with GP entities filing and disclaimers included. This is a straightforward Section 16 disclosure documenting an insider sale; the form does not include reasons for the sale or any related transactions beyond the disclosed dispositions and resulting beneficial ownership figure.

TL;DR: The report documents a material insider disposition but contains standard GP disclaimers; governance disclosure requirements are met.

The Form 4 is properly signed by an authorized officer and lists the reporting persons and relationships to the issuer. It provides the transaction date, number of shares sold, weighted-average price, and post-transaction beneficial ownership. The filing includes the explanatory footnote about price ranges and the GP/LP ownership structure. No additional governance issues, pledges, or derivative exercises are disclosed in this filing.

Insider Third Rock Ventures IV, L.P., Third Rock Ventures GP IV, L.P., TRV GP IV, LLC
Role 10% Owner | 10% Owner | 10% Owner
Sold 1,100,000 shs ($7.71M)
Type Security Shares Price Value
Sale Common Stock 1,100,000 $7.0116 $7.71M
Holdings After Transaction: Common Stock — 15,759,075 shares (Direct)
Footnotes (1)
  1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1). These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV"). The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of TRV GP IV and TRV GP IV LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Third Rock Ventures IV, L.P.
(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401
(Street)
BOSTON MA 02215
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tango Therapeutics, Inc. [ TNGX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2025 S 1,100,000 D $7.0116(1) 15,759,075 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Third Rock Ventures IV, L.P.
(Last) (First) (Middle)
C/O THIRD ROCK VENTURES, LLC
201 BROOKLINE AVE, SUITE 1401
(Street)
BOSTON MA 02215
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Third Rock Ventures GP IV, L.P.
(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401
(Street)
BOSTON MA 02215
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TRV GP IV, LLC
(Last) (First) (Middle)
201 BROOKLINE AVE, SUITE 1401
(Street)
BOSTON MA 02215
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).
2. These shares are directly held by Third Rock Ventures IV, L.P. ("TRV IV"). The general partner of TRV IV is Third Rock Ventures GP IV, L.P. ("TRV GP IV"). The general partner of TRV GP IV is TRV GP IV, LLC ("TRV GP IV LLC"). Each of TRV GP IV and TRV GP IV LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that it is the beneficial owner of such shares.
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P., general partner of Third Rock Ventures IV, L.P. 08/21/2025
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, general partner of Third Rock Ventures GP IV, L.P. 08/21/2025
/s/ Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC 08/21/2025
** 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 4 (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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Third Rock Ventures report for Tango Therapeutics (TNGX)?

The Form 4 reports a sale of 1,100,000 common shares of TNGX on 08/19/2025 at a weighted-average price of $7.0116.

How many TNGX shares does Third Rock Ventures IV, L.P. beneficially own after the sale?

The filing reports 15,759,075 shares beneficially owned following the reported disposition.

Who signed the Form 4 filing for these transactions?

The Form 4 is signed by Kevin Gillis, Chief Operating Officer of TRV GP IV, LLC, on behalf of the reporting entities, dated 08/21/2025.

What price range were the shares sold at?

Footnote (1) states the shares were sold in multiple transactions at prices ranging from $7.00 to $7.12 per share.

Does the filing indicate any derivative transactions or option exercises?

No. Table II (derivatives) shows no entries; only a non-derivative disposition is reported.