quakerbio13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

Information To Be Included In Statements Filed Pursuant

To § 240.13d-1(b), (c), and (d) and Amendments Thereto Filed

Pursuant To § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Tengion, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

880346109

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of This Statement)

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

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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).

CUSIP No. 880346109

SCHEDULE 13G

Page 2 of 16 Pages

1	NAMES OF REPORTING PERSONS Quaker BioVentures, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 520,504
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 520,504
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 520,504
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 2.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 3 of 16 Pages

1	NAMES OF REPORTING PERSONS BioAdvance Ventures, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 123,951
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 123,951
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,951
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 0.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 4 of 16 Pages

1	NAMES OF REPORTING PERSONS Quaker BioVentures Tobacco Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 274,599
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 274,599
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,599
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 1.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 5 of 16 Pages

1	NAMES OF REPORTING PERSONS Quaker BioVentures Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 795,103
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 795,103
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 795,103
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 3.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 6 of 16 Pages

1	NAMES OF REPORTING PERSONS Quaker BioVentures Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 795,103
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 795,103
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 795,103
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 3.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 7 of 16 Pages

1	NAMES OF REPORTING PERSONS BioAdvance GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 123,951
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 123,951
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,951
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 0.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 8 of 16 Pages

1	NAMES OF REPORTING PERSONS BioAdvance GP II, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) o
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* 0
		6	SHARED VOTING POWER 123,951
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 123,951
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,951
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9** 0.5%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	All share numbers and ownership percentages reported herein are as of December 31, 2011.

**	All ownership percentages reported herein are based on 23,962,984 outstanding shares of the Issuer’s common stock as of November 3, 2011.

CUSIP No. 880346109

SCHEDULE 13G

Page 9 of 16 Pages

Item 1(a)	Name of Issuer: Tengion, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices: 2900 Potshop Lane, Suite 100 East Norriton, PA 19403
Item 2(a)	Name of Person Filing: Quaker BioVentures, L.P. BioAdvance Ventures, L.P. Quaker BioVentures Tobacco Fund, L.P. Quaker BioVentures Capital, L.P. Quaker BioVentures Capital, LLC BioAdvance GP I, L.P. BioAdvance GP II, Inc.
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 2929 Arch Street, Cira Centre, Philadelphia, PA 19104-2868.
Item 2(c)	Citizenship: Quaker BioVentures, L.P. – Delaware BioAdvance Ventures, L.P. – Delaware Quaker BioVentures Tobacco Fund, L.P. – Delaware Quaker BioVentures Capital, L.P. – Delaware Quaker BioVentures Capital, LLC – Delaware BioAdvance GP I, L.P. – Delaware BioAdvance GP II, Inc. – Delaware
Item 2(d)	Title of Class of Securities: Common Stock, $0.001 par value per share
Item 2(e)	CUSIP Number: 880346109
Item 3	Not applicable.

CUSIP No. 880346109

SCHEDULE 13G

Page 10 of 16 Pages

Item 4	Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Quaker BioVentures, L.P. – 520,504 BioAdvance Ventures, L.P. – 123,951 Quaker BioVentures Tobacco Fund, L.P. – 274,599 Quaker BioVentures Capital, L.P. – 795,103 Quaker BioVentures Capital, LLC – 795,103 BioAdvance GP I, L.P. – 123,951 BioAdvance GP II, Inc. – 123,951

	(b) Percent of class: Quaker BioVentures, L.P. – 2.2% BioAdvance Ventures, L.P. – 0.5% Quaker BioVentures Tobacco Fund, L.P. – 1.1% Quaker BioVentures Capital, L.P. – 3.3% Quaker BioVentures Capital, LLC – 3.3% BioAdvance GP I, L.P. – 0.5% BioAdvance GP II, Inc. – 0.5%

	(c) Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote Quaker BioVentures, L.P. – 0 BioAdvance Ventures, L.P. – 0 Quaker BioVentures Tobacco Fund, L.P. – 0 Quaker BioVentures Capital, L.P. – 0 Quaker BioVentures Capital, LLC – 0 BioAdvance GP I, L.P. – 0 BioAdvance GP II, Inc. – 0
	(ii) Shared power to vote or to direct the vote Quaker BioVentures, L.P. – 520,504 BioAdvance Ventures, L.P. – 123,951 Quaker BioVentures Tobacco Fund, L.P. – 274,599 Quaker BioVentures Capital, L.P. – 795,103 Quaker BioVentures Capital, LLC – 795,103 BioAdvance GP I, L.P. – 123,951 BioAdvance GP II, Inc. – 123,951

CUSIP No. 880346109

SCHEDULE 13G

Page 11 of 16 Pages

	(iii) Sole power to dispose or to direct the disposition of Quaker BioVentures, L.P. – 0 BioAdvance Ventures, L.P. – 0 Quaker BioVentures Tobacco Fund, L.P. – 0 Quaker BioVentures Capital, L.P. – 0 Quaker BioVentures Capital, LLC – 0 BioAdvance GP I, L.P. – 0 BioAdvance GP II, Inc. – 0
	(iv) Shared power to dispose or to direct the disposition of Quaker BioVentures, L.P. – 520,504 BioAdvance Ventures, L.P. – 123,951 Quaker BioVentures Tobacco Fund, L.P. – 274,599 Quaker BioVentures Capital, L.P. – 795,103 Quaker BioVentures Capital, LLC – 795,103 BioAdvance GP I, L.P. – 123,951 BioAdvance GP II, Inc. – 123,951
	Quaker BioVentures Capital, L.P. is the general partner of each of Quaker BioVentures, L.P. and Quaker BioVentures Tobacco Fund, L.P. Quaker BioVentures Capital, LLC is the general partner of Quaker BioVentures Capital, L.P. BioAdvance GP I, L.P. is the general partner of BioAdvance Ventures, L.P. BioAdvance GP II, Inc. is the general partner of BioAdvance GP I, L.P.

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 5 percent of the class of securities, check the following box. x
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.

CUSIP No. 880346109

SCHEDULE 13G

Page 12 of 16 Pages

Item 8	Identification and Classification of Members of the Group. Each of the Reporting Persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
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.

CUSIP No. 880346109

SCHEDULE 13G

Page 13 of 16 Pages

SIGNATURE

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.

Date: February 14, 2012	QUAKER BIOVENTURES, L.P. By: Quaker BioVentures Capital, L.P., its general partner By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE VENTURES, L.P. By: BioAdvance GP I, L.P., its general partner By: BioAdvance GP II, Inc., its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	QUAKER BIOVENTURES TOBACCO FUND, L.P. By: Quaker BioVentures Capital, L.P., its general partner By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	QUAKER BIOVENTURES CAPITAL, L.P. By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President

CUSIP No. 880346109

SCHEDULE 13G

Page 14 of 16 Pages

	QUAKER BIOVENTURES CAPITAL, LLC /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE GP I, L.P. By: BioAdvance GP II, Inc., its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE GP II, INC. /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President

CUSIP No. 880346109

SCHEDULE 13G

Page 15 of 16 Pages

Exhibit 1

JOINT FILING AGREEMENT

Joint Filing Agreement, dated as of February 14, 2012, is by and among Quaker BioVentures, L.P., BioAdvance Ventures, L.P., Quaker BioVentures Tobacco Fund, L.P., Quaker BioVentures Capital, L.P., Quaker BioVentures Capital, LLC, BioAdvance GP I, L.P. and BioAdvance GP II, Inc. (the “Quaker Filers”).

Each of the Quaker Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G/A with respect to shares of Common Stock, par value $0.001 per share, of Tengion, Inc. beneficially owned by it 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, each of the Quaker Filers hereby agree to be responsible for the timely filing of the Schedule 13G/A and any amendments thereto on behalf of the Quaker Filers, and for the completeness and accuracy of the information concerning itself contained therein. Each of the Quaker Filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Quaker Filers upon one week’s prior written notice or such lesser period of notice as the Quaker Filers may mutually agree.

Executed and delivered as of the date first above written.

Date: February 14, 2012	QUAKER BIOVENTURES, L.P. By: Quaker BioVentures Capital, L.P., its general partner By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE VENTURES, L.P. By: BioAdvance GP I, L.P., its general partner By: BioAdvance GP II, Inc., its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	QUAKER BIOVENTURES TOBACCO FUND, L.P. By: Quaker BioVentures Capital, L.P., its general partner By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President

CUSIP No. 880346109

SCHEDULE 13G

Page 16 of 16 Pages

	QUAKER BIOVENTURES CAPITAL, L.P. By: Quaker BioVentures Capital, LLC, its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	QUAKER BIOVENTURES CAPITAL, LLC /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE GP I, L.P. By: BioAdvance GP II, Inc., its general partner /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President
	BIOADVANCE GP II, INC. /s/ Richard S. Kollender Name: Richard S. Kollender Title: Vice President