SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Scheer David

(Last)

(First)

(Middle)

C/O TENGION, INC.

2900 POTSHOP LANE, SUITE 100

(Street)

EAST NORRITON

19403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2010

3. Issuer Name and Ticker or Trading Symbol
TENGION INC [ TNGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	155,495	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	9,105	⁽³⁾	I	See Footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,789	⁽³⁾	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Consists of shares held by Scheer Investment Holdings V, LLC. Mr. Scheer is the managing member of Scheer Investment Holdings V, LLC and may be deemed to have sole or shared voting and investment power with respect to such shares. Mr. Scheer disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. These securities are Preferred Stock of the Issuer and do not have an expiration date. These securities will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering, subject to certain conditions.

3. Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will convert automatically into shares of Common Stock on a 14.5-for-1 basis immediately prior to the closing of the Issuer's initial public offering, subject to certain conditions.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Joseph W. La Barge, Attorney-In-Fact	04/09/2010
	** 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 5 (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.
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