0000930413-11-002047.txt : 20110318 0000930413-11-002047.hdr.sgml : 20110318 20110318140833 ACCESSION NUMBER: 0000930413-11-002047 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110318 DATE AS OF CHANGE: 20110318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT POINT PARTNERS LLC CENTRAL INDEX KEY: 0001281446 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 450 CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TENGION INC CENTRAL INDEX KEY: 0001296391 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 200214813 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85434 FILM NUMBER: 11697852 BUSINESS ADDRESS: STREET 1: 2900 POTSHOP LANE STREET 2: SUITE 100 CITY: EAST NORRITON STATE: PA ZIP: 19403 BUSINESS PHONE: 267-960-4800 MAIL ADDRESS: STREET 1: 2900 POTSHOP LANE STREET 2: SUITE 100 CITY: EAST NORRITON STATE: PA ZIP: 19403 SC 13G 1 c64851_sc13g.htm


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

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Tengion, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

88034G109

(CUSIP Number)

March 1, 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 the disclosures provided in a prior cover page.

The information required in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 88034G109	13G	Page 2 of 11 Pages


1.	NAMES OF REPORTING PERSONS

	Great Point Partners, LLC

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

	37-1475292

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o

	(b)	o


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER

					0

			6.	SHARED VOTING POWER

					2,000,000¹

			7.	SOLE DISPOSITIVE POWER

					0

			8.	SHARED DISPOSITIVE POWER

					2,000,000¹

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,000,000¹

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN					o
	SHARES (See Instructions)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		8.18%^{1, 2}

12.	TYPE OF REPORTING PERSON (See Instructions)

		OO



¹	Consists of 369,961 shares and warrants to purchase 369,961 shares owned by Biomedical Value Fund, LP, 293,901 shares and warrants to purchase 293,901 shares owned by Biomedical Offshore Value Fund, Ltd., 128,051 shares and warrants to purchase 128,051 shares owned by Biomedical Institutional Value Fund, LP, 93,173 shares and warrants to purchase 93,173 shares owned by Lyrical Multi-Manager Fund, LP, 93,173 shares and warrants to purchase 93,173 shares owned by Class D Series of GEF-PS, LP, 3,106 shares and warrants to purchase 3,106 shares owned by David J. Morrison and 18,635 shares and warrants to purchase 18,635 shares owned by WS Investments III, LLC, for a collective total of 1,000,000 shares underlying such warrants.
²	Based on a total of 23,435,686 shares outstanding as reported by the Issuer on its Form 10-Q filed on November 2, 2010 and on its Form 8-K filed on March 1, 2011.


CUSIP No. 88034G109	13G	Page 3 of 11 Pages


1.	NAMES OF REPORTING PERSONS

	Dr. Jeffrey R. Jay, M.D.

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o

	(b)	o


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER

					0

			6.	SHARED VOTING POWER

					2,000,000¹

			7.	SOLE DISPOSITIVE POWER

					0

			8.	SHARED DISPOSITIVE POWER

					2,000,000¹

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		2,000,000¹

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)

		8.18%^{1, 2}

12.	TYPE OF REPORTING PERSON (See Instructions)

		IN


CUSIP No. 88034G109	13G	Page 4 of 11 Pages


1.	NAMES OF REPORTING PERSONS

	Mr. David Kroin

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)	o

	(b)	o


3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER

					0

			6.	SHARED VOTING POWER

					2,000,000¹

			7.	SOLE DISPOSITIVE POWER

					0

			8.	SHARED DISPOSITIVE POWER

					2,000,000¹

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		2,000,000¹

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)

		8.18%^1,2

12.	TYPE OF REPORTING PERSON (See Instructions)

		IN


CUSIP No. 88034G109	13G	Page 5 of 11 Pages


Item 1.

	(a)		Name of Issuer

			Tengion, Inc.

	(b)		Address of Issuer’s Principal Executive Offices

			2900 Potshop Lane, Suite 100, East Norriton, PA 19403

Item 2.

	(a)		Name of Person Filing

					Great Point Partners, LLC
					Dr. Jeffrey R. Jay, M.D.
					Mr. David Kroin

	The Reporting Persons have entered into a Joint Filing Agreement, dated March 18, 2011, a copy of which is filed with this Schedule 13G 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 Act.

	(b)		Address of Principal Business Office, or if none, Residence

		The address of the principal business office of each of the Reporting Persons is

		165 Mason Street, 3rd Floor
		Greenwich, CT 06830

	(c)		Citizenship

	Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Mr. David Kroin is a citizen of the United States.

	(d)		Title of Class of Securities

			Common Stock

	(e)		CUSIP Number

			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)	o		Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

	(b)	o		Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o		Insurance company as defined in Section 3(a)(19) of the Act (15. U.S.C. 78c).

	(d)	o		Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).


CUSIP No. 88034G109	13G	Page 6 of 11 Pages


(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(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 of 1940 (15 U.S.C. 80a-3).

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Biomedical Value Fund, L.P. (“BVF”) is the record owner of 369,961 shares and warrants to purchase 369,961 shares of Common Stock (the “BVF Shares”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares.

	Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 293,901 shares and warrants to purchase 293,901 shares of Common Stock (the “BOVF Shares”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares.

	Biomedical Institutional Value Fund, L.P. (“BIVF”) is the record owner of 128,051 shares and warrants to purchase 128,051 shares of Common Stock (the “BIVF Shares”). Great Point is the investment manager of BIVF, and by virtue of such status may be deemed to be the beneficial owner of the BIVF Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BIVF Shares, and therefore may be deemed to be the beneficial owner of the BIVF Shares.

	Lyrical Multi-Manager Fund, LP (“Lyrical”) is the record owner of 93,173 shares and warrants to purchase 93,173 shares of Common Stock (the “Lyrical Shares”). Great Point is the investment manager of Lyrical, and by virtue of such status may be deemed to be the beneficial owner of the Lyrical Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Lyrical Shares, and therefore may be deemed to be the beneficial owner of the Lyrical Shares.


CUSIP No. 88034G109	13G	Page 7 of 11 Pages


	Class D Series of GEF-PS, LP (“GEF-PS”) is the record owner of 93,173 shares and warrants to purchase 93,173 shares of Common Stock (the “GEF-PS Shares”). Great Point is the investment manager of GEF-PS, and by virtue of such status may be deemed to be the beneficial owner of the GEF-PS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-PS Shares, and therefore may be deemed to be the beneficial owner of the GEF-PS Shares.

	David J. Morrison (“Morrison”) is the record owner of 3,106 shares and warrants to purchase 3,106 shares of Common Stock (the “Morrison Shares”). Great Point is the investment manager with respect to the Morrison Shares, and by virtue of such status may be deemed to be the beneficial owner of the Morrison Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the Morrison Shares, and therefore may be deemed to be the beneficial owner of the Morrison Shares.

	WS Investments III, LLC (“WS”) is the record owner of 18,635 shares and warrants to purchase 18,635 shares of Common Stock (the “WS Shares”). Great Point is the investment manager with respect to the WS Shares, and by virtue of such status may be deemed to be the beneficial owner of the WS Shares. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the WS Shares, and therefore may be deemed to be the beneficial owner of the WS Shares.

	Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Shares, the BOVF Shares, the BIVF Shares, the Lyrical Shares, the GEF-PS Shares, the Morrison Shares and the WS Shares, except to the extent of their respective pecuniary interests.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	1.	Great Point Partners, LLC

	(a)	Amount beneficially owned: 2,000,000³

	(b)	Percent of class: 8.18%^{3, 4}

	(c)	Number of shares as to which the person has:



³	Consists of 369,961 shares and warrants to purchase 369,961 shares owned by Biomedical Value Fund, LP, 293,901 shares and warrants to purchase 293,901 shares owned by Biomedical Offshore Value Fund, Ltd., 128,051 shares and warrants to purchase 128,051 shares owned by Biomedical Institutional Value Fund, LP, 93,173 shares and warrants to purchase 93,173 shares owned by Lyrical Multi-Manager Fund, LP, 93,173 shares and warrants to purchase 93,173 shares owned by Class D Series of GEF-PS, LP, 3,106 shares and warrants to purchase 3,106 shares owned by David J. Morrison and 18,635 shares and warrants to purchase 18,635 shares owned by WS Investments III, LLC, for a collective total of 1,000,000 shares underlying such warrants.

⁴	Based on a total of 23,435,686 shares outstanding as reported by the Issuer on its Form 10-Q filed on November 2, 2010 and on its Form 8-K filed on March 1, 2011.


CUSIP No. 88034G109	13G	Page 8 of 11 Pages


		(i)	Sole power to vote or to direct the vote: - 0 -

		(ii)	Shared power to vote or to direct the vote: 2,000,000³

		(iii)	Sole power to dispose or to direct the disposition of: - 0 -.

		(iv)	Shared power to dispose or to direct the disposition of: 2,000,000³

	2.	Dr. Jeffrey R. Jay, M.D.

	(a)	Amount beneficially owned: 2,000,000³

	(b)	Percent of class: 8.18%^3,4

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 0.

		(ii)	Shared power to vote or to direct the vote: 2,000,000³

		(iii)	Sole power to dispose or to direct the disposition of: 0.

		(iv)	Shared power to dispose or to direct the disposition of: 2,000,000³

	3.	Mr. David Kroin

	(a)	Amount beneficially owned: 2,000,000³

	(b)	Percent of class: 8.18%^3,4

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 0.

		(ii)	Shared power to vote or to direct the vote: 2,000,000³

		(iii)	Sole power to dispose or to direct the disposition of: 0.

		(iv)	Shared power to dispose or to direct the disposition of: 2,000,000³

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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	See Item 4.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

	Not Applicable.


CUSIP No. 88034G109	13G	Page 9 of 11 Pages


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 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 participant in any transaction having that purpose or effect.


CUSIP No. 88034G109	13G	Page 10 of 11 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: March 18, 2011


	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	MR. DAVID KROIN

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) 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

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the 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 the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: March 18, 2011


	GREAT POINT PARTNERS, LLC

	By:	/s/ Dr. Jeffrey R. Jay, M.D.

		Dr. Jeffrey R. Jay, M.D.,
		as senior managing member

	/s/ Dr. Jeffrey R. Jay, M.D.

	DR. JEFFREY R. JAY, M.D.

	/s/ Mr. David Kroin

	MR. DAVID KROIN