0000904454-12-000026.txt : 20120125 0000904454-12-000026.hdr.sgml : 20120125 20120124173251 ACCESSION NUMBER: 0000904454-12-000026 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120125 DATE AS OF CHANGE: 20120124 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85434 FILM NUMBER: 12542684 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0209 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 SC 13G/A 1 s13ga_011912-tengion.htm SCHEDULE 13 G/A - 1-19-12 FOR JOHNSON & JOHNSON - TENGION, INC. s13ga_011912-tengion.htm

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
___________________
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
 
Tengion, Inc.
(Name of Issuer)
 
Common Stock, $.001 par value
(Title of Class of Securities)
 
880346 10 9
(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:

[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)



 
1The 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 
 

 
Cusip No. 880346 10 9

 
1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Johnson & Johnson
22-1024240
2)
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
New Jersey
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
 
 -0-
6)
Shared Voting
Power
-0-
7)
Sole Dispositive
Power
 
-0-
8)
Shared Dispositive Power
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
-0-
12)
Type of Reporting Person
CO


 
 

Cusip No. 880346 10 9

 
1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
Johnson & Johnson Development Corporation
22-2007137
2)
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
New Jersey
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5)
Sole Voting
Power
 
-0-
6)
Shared Voting
Power
-0-
7)
Sole Dispositive
Power
 
-0-
8)
Shared Dispositive Power
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10)
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11)
Percent of Class Represented by Amount in Row (9)
-0-
12)
Type of Reporting Person
CO


 
 
 
Cusip No. 880346 10 9
 
Amendment No. 1 to Schedule 13G (Final Amendment)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on February 10, 2011 (the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.
 
The following Items of the Schedule 13G are hereby amended and restated as follows:

ITEM 4 -
OWNERSHIP:
 
 
(a)  Amount Beneficially Owned:
 
 
J&J:  -0-
JJDC:  -0-
 
 
(b)  Percent of Class:
 
 
J&J:  -0-
JJDC:  -0-
 
 
(c)  Number of shares as to which such person has:
 
 
(i) sole power to vote or to direct the vote:  -0-
 
 
(ii) shared power to vote or to direct the vote:
 
 
J&J:  -0-
JJDC:  -0-
 
 
(iii) sole power to dispose or to direct the disposition of:  -0-
 
 
(iv) shared power to dispose or to direct the disposition of:
 
 
J&J:  -0-
JJDC: -0-
 
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 Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following:  [X]

 
 

 
Cusip No. 880346 10 9
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.

 
JOHNSON & JOHNSON
 
 
 
By:
/s/ DOUGLAS CHIA
   
Name:  Douglas Chia
Title:  Secretary
 
 
 
JOHNSON & JOHNSON DEVELOPMENT CORPORATION
 
 
 
By:
/s/ JAYNE ZALL
   
Name:  Jayne Zall
Title:  Secretary


Date:  January 19, 2012