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).

1. Name and Address of Reporting Person* HealthCap IV GP SA (Last) (First) (Middle) 18 AVENUE D'OUCHY (Street) LAUSANNE V8 CH-1006 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TENGION INC [ TNGN ]	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) 03/04/2011
	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 ($0.001 par value)	03/04/2011		P		1,356,916	A	$2.83	2,332,567	I	See footnote(1)
Common Stock ($0.001 par value)	03/04/2011		P		99,002	A	$2.83	170,183	I	See footnote(2)
Common Stock ($0.001 par value)	03/04/2011		P		980,480	A	$2.83	1,685,465	I	See footnote(3)
Common Stock ($0.001 par value)	03/04/2011		P		37,102	A	$2.83	63,778	I	See footnote(4)

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
Common Stock Warrant (right to buy)	$2.88	03/04/2011		P		1,356,916		(5)	(5)	Common Stock ($0.001 par value)	1,356,916	$0.00	1,356,916	I	See footnote(1)
Common Stock Warrant (right to buy)	$2.88	03/04/2011		P		99,002		(5)	(5)	Common Stock ($0.001 par value)	99,002	$0.00	99,002	I	See footnote(2)
Common Stock Warrant (right to buy)	$2.88	03/04/2011		P		980,480		(5)	(5)	Common Stock ($0.001 par value)	980,480	$0.00	980,480	I	See footnote(3)
Common Stock Warrant (right to buy)	$2.88	03/04/2011		P		37,102		(5)	(5)	Common Stock ($0.001 par value)	37,102	$0.00	37,102	I	See footnote(4)

1. Name and Address of Reporting Person* HealthCap IV GP SA (Last) (First) (Middle) 18 AVENUE D'OUCHY (Street) LAUSANNE V8 CH-1006 (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* Gunterberg Jacob (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (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* Steiner Eugen (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (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* OFCO Club IV (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (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* Christenson Johan (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V8 SE-114 51 (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* Forsberg Anki (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (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* Odlander Bjorn (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (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* Dalsgaard Carl-Johan (Last) (First) (Middle) C/O ODLANDER, FREDRIKSON & CO. AB STRANDVAGEN 5B (Street) STOCKHOLM V7 SE-114 51 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares held directly by HealthCap IV, L.P. ("HealthCap LP"). HealthCap IV GP SA, L.L.C. ("HealthCap SA"), is the sole general partner of HealthCap LP and has voting and investment control over the shares held by HealthCap LP. HealthCap SA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap SA, may be deemed to possess voting and investment control over the shares held by HealthCap LP and may be deemed to have indirect beneficial ownership of the shares held by HealthCap LP. Such persons disclaim beneficial ownership of shares held by HealthCap LP except to the extent of any pecuniary interest therein.

2. Shares held directly by HealthCap IV, K.B. ("HealthCap KB"). HealthCap IV GP AB, L.L.C. ("HealthCap AB"), is the sole general partner of HealthCap KB and has voting and investment control over the shares held by HealthCap KB. HealthCap AB disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap AB, may be deemed to possess voting and investment control over the shares held by HealthCap KB and may be deemed to have indirect beneficial ownership of the shares held by HealthCap KB. Such persons disclaim beneficial ownership of shares held by HealthCap KB except to the extent of any pecuniary interest therein.

3. Shares held directly by HealthCap IV BIS, L.P. ("HealthCap BIS"). HealthCap IV GP SA, L.L.C. ("HealthCap SA"), is the sole general partner of HealthCap BIS and has voting and investment control over the shares held by HealthCap BIS. HealthCap SA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Jacob Gunterberg, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of HealthCap SA, may be deemed to possess voting and investment control over the shares held by HealthCap BIS and may be deemed to have indirect beneficial ownership of the shares held by HealthCap BIS. Such persons disclaim beneficial ownership of shares held by HealthCap BIS except to the extent of any pecuniary interest therein.

4. Shares held directly by OFCO Club IV ("OFCO Club"). Odlander, Fredrikson & Co AB, L.L.C. ("OFCO AB") is a member of OFCO and has voting and investment control over the shares held by OFCO Club. OFCO AB disclaims beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Anki Forsberg, Peder Fredrikson, Staffan Lindstrand, Bjorn Odlander, Per Samuelsson and Eugen Steiner, the members of OFCO AB, may be deemed to possess voting and investment control over the shares held by OFCO Club and may be deemed to have indirect beneficial ownership of the shares held by OFCO Club. Such persons disclaim beneficial ownership of shares held by OFCO Club except to the extent of any pecuniary interest therein.

5. All or any part of the warrant shall be exercisable by the Reporting Person at any time and from time to time on or after the original issue date of March 4, 2011 and through and including 5:30 P.M., New York City time, on March 4, 2016. At 5:30 P.M., New York City time, on March 4, 2016, the portion of the warrant not exercised prior thereto shall be and become void and of no value and the warrant shall be terminated and no longer outstanding.

Remarks:

Form 2 of 2

	/s/ Daniel R. Koeppen, by power of attorney	03/08/2011
	** 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).
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