UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Tengion, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88034G109

(Cusip Number)

December 31, 2010

(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)

x 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 disclosures provided in a prior cover page.

The information required on 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).

Page 1 of 6 Pages

13G/A Page 2 of 6 Pages

CUSIP No. 88034G109
1.	NAME OF REPORTING PERSON Brookside Capital Partners Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER     546,914 shares
		6.	SHARED VOTING POWER     0
		7.	SOLE DISPOSITIVE POWER     546,914 shares
		8.	SHARED DISPOSITIVE POWER     0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     546,914 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     4.42%
12.	TYPE OF REPORTING PERSON     PN

Page 2 of 6 Pages

13G/A Page 3 of 6 Pages

CUSIP No. 03822W406
13.	NAME OF REPORTING PERSON Brookside Capital Trading Fund, L.P.
14.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
15.	SEC USE ONLY
16.	CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17.	SOLE VOTING POWER      150,000 Shares
		18.	SHARED VOTING POWER     0
		19.	SOLE DISPOSITIVE POWER     150,000 Shares
		20.	SHARED DISPOSITIVE POWER     0
21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     As of December 31, 2010 – 150,000 Shares
22.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     1.21%
24.	TYPE OF REPORTING PERSON     PN

Page 3 of 6 Pages

Item 1	(a).	Name of Issuer
		The name of the issuer to which this filing on Schedule 13G/A relates is Tengion, Inc.
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		The principal executive offices of the Company are located at 2900 Potshop Lane, East Norriton, Pennsylvania 19403.
Item 2	(a).	Name of Person Filing
		This Statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Brookside Capital Partners Fund, L.P., a Delaware limited partnership (the “Partners Fund”). Brookside Capital Investors, L.P., a Delaware limited partnership (“Brookside Investors”) is the sole general partner of Partners Fund. Brookside Capital Management, LLC, a Delaware limited liability company (“Brookside Management”), is the sole general partner of Brookside Investors. (2) Brookside Capital Trading Fund, L.P., a Delaware limited partnership (the “Trading Fund”). Brookside Capital Investors II, L.P., a Delaware limited partnership (“Brookside Investors II”) is the sole general partner of the Trading Fund. Brookside Management is the sole general partner of Brookside Investors and Brookside Investors II. Mr. Domenic J. Ferrante is the sole managing member of Brookside Management. The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2011, a copy of which is filed with this Schedule 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
Item 2	(b).	Address of Principal Business Office or, if none, Residence
		The principal business address of each of the Partners Fund, Trading Fund, Brookside Investors, Brookside Investors II, Brookside Management and Mr. Ferrante is 111 Huntington Avenue, Boston, Massachusetts 02199.
Item 2	(c).	Citizenship
		Each of the Partners Fund, Trading Fund, Brookside Investors, Brookside Investors II, and Brookside Management is organized under the laws of the State of Delaware. Mr. Ferrante is a citizen of the United States.
Item 2	(d).	Title of Class of Securities
		The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock (“Common Stock”), $0.01 par value.
Item 2	(e).	CUSIP Number
		The CUSIP number of the Company’s Common Stock is 88034G109.
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.
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	¨	An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
		x	If this statement is filed pursuant to §240.13d-1(c), check this box.

Page 4 of 6 Pages

Item 4.	Ownership
Item 4	(a).	Amount beneficially owned
		As of the close of business on December 31, 2010, the Reporting Persons beneficially owned 696,914 shares of Common Stock. Partners Fund acts by and through its general partner, Brookside Investors. Brookside Investors acts by and through its general partner, Brookside Management. Trading Fund acts by and through its general partner, Brookside Investors II. Brookside Investors II acts by and through its general partner, Brookside Management. Mr. Domenic J. Ferrante is the managing member of Brookside Management and thus is the controlling person of Brookside Management. No person other than the respective owner referred to herein of the Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Common Stock.
Item 4	(b).	Percent of Class
		As of the close of business on December 31, 2010, the Reporting Persons beneficially owned 5.63% of the Common Stock of the Company. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 12,356,436 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 26, 2010, based on representations made in the Company’s Form 10-Q filed on November 2, 2010 with the Securities and Exchange Commission.
Item 4	(c).	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 696,914 Shares
		(ii)	shared power to vote or to direct the vote: 0
		(iii)	sole power to dispose or to direct the disposition of: 696,914 Shares
		(iv)	shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable.
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:
	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, the undersigned certifies that, to the best of its 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.

Dated: February 14, 2011

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By:	/s/ Domenic J. Ferrante
	Name:	Domenic J. Ferrante
	Title:	Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By:	/s/ Domenic J. Ferrante
	Name:	Domenic J. Ferrante
	Title:	Managing Director

Page 5 of 6 Pages

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

The undersigned hereby agree as follows:

(1) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(2) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of such information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2011

BROOKSIDE CAPITAL PARTNERS FUND, L.P.
By:	/s/ Domenic J. Ferrante
	Name:	Domenic J. Ferrante
	Title:	Managing Director
BROOKSIDE CAPITAL TRADING FUND, L.P.
By:	/s/ Domenic J. Ferrante
	Name:	Domenic J. Ferrante
	Title:	Managing Director

Page 6 of 6 Pages