Tengion, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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88034G109
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(CUSIP Number)
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March 1, 2011
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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88034G109
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13G
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Page 2 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Capital, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) ý
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3.
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SEC USE ONLY
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
826,854(1)
|
||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
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8.
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SHARED DISPOSITIVE VOTING POWER
826,854(1)
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||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
826,854(1)
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.47%
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12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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88034G109
|
13G
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Page 3 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund, L.P.
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||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
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3.
|
SEC USE ONLY
|
||
4.
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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
826,854(2)
|
||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
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8.
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SHARED DISPOSITIVE VOTING POWER
826,854(2)
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
826,854(2)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
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11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.47%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
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88034G109
|
13G
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Page 4 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
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
1,293,286(3)
|
||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
1,293,286(3)
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,286(3)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.37%
|
||
12.
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TYPE OF REPORTING PERSON*
PN
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CUSIP No.
|
88034G109
|
13G
|
Page 5 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Special Situations Fund International Limited
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
1,293,286(4)
|
||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
1,293,286(4)
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,286(4)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.37%
|
||
12.
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TYPE OF REPORTING PERSON*
CO
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CUSIP No.
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88034G109
|
13G
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Page 6 of 11
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) o
(b) ý
|
|
3.
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SEC USE ONLY
|
||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
2,120,140(5)
|
||
7.
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SOLE DISPOSITIVE VOTING POWER
0
|
||
8.
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SHARED DISPOSITIVE VOTING POWER
2,120,140(5)
|
||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,120,140(5)
|
||
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
|
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12.
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TYPE OF REPORTING PERSON*
IN
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CUSIP No.
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88034G109
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Page 7 of 11
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Item 1(a). | Name of Issuer: | |
Tengion, Inc.
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Item 1(b). | Address of Issuer's Principal Executive Offices: | |
2900 Potshop Lane, Suite 100
East Norrington, PA 19403
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Item 2(a). | Name of Person Filing: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield
Special Situations Fund International Limited
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Item 2(b). | Address of Principal Business Office, or if None, Residence: | |
James E. Flynn, Deerfield Capital, L.P., Deerfield Special
Situations Fund, L.P., Deerfield Management Company, L.P., 780 Third
Avenue, 37th Floor, New York, NY 10017, Deerfield Special Situations
Fund International Limited, c/o Citi Hedge Fund Services (B.V.I.) Ltd.,
Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, D8,
British Virgin Islands
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Item 2(c). | Citizenship: | |
Mr. Flynn - United States citizen, Deerfield Capital, L.P., Deerfield
Special Situations Fund, L.P., Deerfield Management Company, L.P. -
Delaware limited partnerships, Deerfield Special Situations Fund
International Limited - British Virgin Islands corporation
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Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.001 per share
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Item 2(e). | CUSIP Number: | |
88034G109
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Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. | |
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
(d) | o | Investment company registered under Section 8 of the Investment Company Act. |
CUSIP No.
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88034G109
|
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Page 8 of 11
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(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned**: | ||
Deerfield Capital, L.P. – 826,854 Shares
Deerfield Special Situations Fund, L.P. – 826,854 Shares
Deerfield Management Company, L.P. – 1,293,286 Shares
Deerfield Special Situations Fund International Limited – 1,293,286 Shares
James E. Flynn – 2,120,140 Shares
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(b) | Percent of class**: | ||
Deerfield Capital, L.P. – 3.47%
Deerfield Special Situations Fund, L.P. – 3.47%
Deerfield Management Company, L.P. – 5.37%
Deerfield Special Situations International Limited – 5.37%
James E. Flynn – 8.3%
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(c) |
Number of shares as to which such person has**:
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||||
(i) | Sole power to vote or to direct the vote: |
All Reporting Persons - 0
|
|||
(ii) |
Shared power to vote or to direct the vote
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Deerfield Capital, L.P. – 826,854 Shares
Deerfield Special Situations Fund, L.P. – 826,854 Shares
Deerfield Management Company, L.P. – 1,293,286 Shares
Deerfield Special Situations Fund International Limited – 1,293,286 Shares
James E. Flynn – 2,120,140 Shares
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CUSIP No.
|
88034G109
|
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Page 9 of 11
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(iii) |
Sole power to dispose or to direct the disposition of
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All Reporting Persons - 0
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|||
(iv) |
Shared power to vote or to direct the vote
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Deerfield Capital, L.P. – 826,854 Shares
Deerfield Special Situations Fund, L.P. – 826,854 Shares
Deerfield Management Company, L.P. – 1,293,286 Shares
Deerfield Special Situations Fund International Limited – 1,293,286 Shares
James E. Flynn – 2,120,140 Shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person. |
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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N/A
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Item 8.
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Identification and Classification of Members of the Group. |
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See Exhibit B.
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Item 9.
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Notice of Dissolution of Group. |
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N/A
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CUSIP No.
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88034G109
|
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Page 10 of 11
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Item 10.
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Certifications. |
CUSIP No.
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88034G109
|
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Page 11 of 11
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DEERFIELD CAPITAL, L.P.
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By:
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J.E. Flynn Capital LLC, General Partner
|
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
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By:
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Deerfield Capital, L.P.
|
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By:
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J.E. Flynn Capital LLC, General Partner
|
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD MANAGEMENT COMPANY, L.P.
|
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By:
|
Flynn Management LLC, General Partner
|
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By:
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/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
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/s/ Darren Levine
|
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Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
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Darren Levine, Attorney-In-Fact
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DEERFIELD CAPITAL, L.P.
|
||
By:
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J.E. Flynn Capital LLC, General Partner
|
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By:
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/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
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DEERFIELD SPECIAL SITUATIONS FUND, L.P.
|
||
By:
|
Deerfield Capital, L.P.
|
|
By:
|
J.E. Flynn Capital LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD MANAGEMENT COMPANY, L.P.
|
||
By:
|
Flynn Management LLC, General Partner
|
|
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED
|
||
By:
|
/s/ Darren Levine
|
|
Darren Levine, Attorney-In-Fact
|
JAMES E. FLYNN
|
||
/s/ Darren Levine
|
||
Darren Levine, Attorney-In-Fact
|