UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No.
2)*
Tengion
Inc. |
(Name of Issuer) |
|
Common Stock, par value, $0.001 per share |
(Title of Class of Securities) |
|
88034G208 |
(CUSIP Number) |
|
December
31, 2014 |
(Date of Event Which Requires
Filing of this Statement) |
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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).
CUSIP No. 88034G208 |
13G |
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities
only). |
|
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RA Capital Management,
LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
¨ |
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(b) |
¨ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
Massachusetts |
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
5. |
Sole Voting Power
0 shares |
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6. |
Shared Voting Power
3,984,267 shares |
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7. |
Sole Dispositive Power
0 shares |
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8. |
Shared Dispositive Power 3,984,267 shares |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
3,984,267 shares |
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10. |
Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9)
9.9% |
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12. |
Type of Reporting Person (See Instructions)
IA |
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CUSIP No. 88034G208 |
13G |
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1. |
Names of Reporting Persons. |
|
|
I.R.S. Identification Nos. of above persons (entities
only). |
|
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|
Peter Kolchinsky |
|
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|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
|
|
(a) |
¨ |
|
|
|
|
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|
(b) |
¨ |
|
|
|
3. |
SEC Use Only |
|
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4. |
Citizenship or Place of Organization
United States |
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
5. |
Sole Voting Power
0 shares |
|
|
6. |
Shared Voting Power
3,984,267 shares |
|
|
7. |
Sole Dispositive Power
0 shares |
|
|
8. |
Shared Dispositive Power 3,984,267 shares |
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
3,984,267 shares |
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions) |
|
|
|
11. |
Percent of Class Represented by Amount in Row (9)
9.9% |
|
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|
12. |
Type of Reporting Person (See Instructions)
IN |
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CUSIP No. 88034G208 |
13G |
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1. |
Names of Reporting Persons. |
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|
I.R.S. Identification Nos. of above persons (entities
only). |
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|
RA Capital Healthcare Fund, L.P. |
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|
2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
|
|
(a) |
¨ |
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|
(b) |
¨ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
Delaware |
|
|
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
5. |
Sole Voting Power
0 shares |
|
|
6. |
Shared Voting Power 2,656,178 shares |
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|
7. |
Sole Dispositive Power
0 shares |
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|
8. |
Shared Dispositive Power
2,656,178 shares |
|
|
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
2,656,178 shares |
|
|
|
10. |
Check if the Aggregate Amount in Row (9) Excludes
¨
Certain Shares (See Instructions) |
|
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|
11. |
Percent of Class Represented by Amount in Row (9)
6.6% |
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12. |
Type of Reporting Person (See Instructions)
PN (Limited Partnership)_ |
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CUSIP No. 88034G208
Item 1.
(a)
Name of Issuer: Tengion, Inc. (the “Issuer”).
(b) Address
of the Issuer’s Principal Executive Offices: 3929 Westpoint Blvd., Suite G, Winston-Salem, NC 27103.
Item 2.
(a) Name of Person Filing:
This joint statement on Schedule 13G is being filed by Peter Kolchinsky, RA Capital Management, LLC (“Capital”), and
RA Capital Healthcare Fund, L.P. (the “Fund”). Mr. Kolchinsky, Capital and the Fund are collectively referred to herein
as the “Reporting Persons.”
(b) Address of Principal Business
Office: The principal business office of the Reporting Persons is c/o RA Capital Management, LLC, 20 Park Plaza, Suite 1200,
Boston, MA 02116.
(c) Citizenship: Capital is
a Massachusetts limited liability company. The Fund is a Delaware limited partnership. Mr. Kolchinsky is a United States citizen.
(d) Title and Class of Securities:
Common stock (“Common Stock”).
(e) CUSIP
Number: 88034G208
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.
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:** |
RA Capital Management, LLC – 3,984,267
shares
Peter Kolchinsky – 3,984,267 shares
RA Capital Healthcare Fund, L.P. – 2,656,178
shares
RA Capital Management, LLC – 9.9%
Peter Kolchinsky – 9.9%
RA Capital Healthcare Fund, L.P. – 6.6%
CUSIP No. 88034G208
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote ** |
RA Capital Management, LLC – 0 shares
Peter Kolchinsky – 0 shares
RA Capital Healthcare Fund, L.P. – 0 shares
| (ii) | shared power to vote or to direct the vote** |
RA Capital Management, LLC – 3,984,267 shares
Peter Kolchinsky – 3,984,267 shares
RA Capital Healthcare Fund, L.P. – 2,656,178
shares
| (iii) | Sole power to dispose or to direct the disposition of** |
RA Capital Management, LLC – 0 shares
Peter Kolchinsky – 0 shares
RA Capital Healthcare Fund, L.P. – 0 shares
| (iv) | shared power to dispose or to direct the disposition of** |
RA Capital Management, LLC – 3,984,267 shares
Peter Kolchinsky – 3,984,267 shares
RA Capital Healthcare Fund, L.P. – 2,656,178
shares
** The Fund owns Warrants to Purchase Common Stock (“Warrants”) and Senior Secured Convertible
Notes (“Notes”). The Warrants and Notes cannot be exercised or converted to the extent that, upon such exercise or
conversion, the number of shares of Common Stock then beneficially owned by the Reporting Person and its affiliates would exceed
9.985% of the total number of shares of Common Stock then issued and outstanding (the “9.985% cap”). Shares reported
herein for Capital represent (a) the above-referenced shares of Common Stock reported for the Fund, for which the LLC serves as
the sole general partner, and (b) shares of Common Stock held in a separately managed account for which Capital serves as investment
adviser. The separately managed account also owns Warrants and Notes which are subject to the 9.985% cap. Shares reported herein
for Mr. Kolchinsky represent the above-referenced shares of Common Stock reported for Capital, for which Mr. Kolchinsky serves
as the manager. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent
of its or his pecuniary interest therein.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable.
| 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. 88034G208
| Item 8. | Identification and Classification of Members of the
Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
By signing below I hereby 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.
Exhibits
| 1 | Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit
1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on July 12, 2013. |
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
17, 2015 |
|
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|
RA CAPITAL MANAGEMENT, LLC |
|
|
|
By: /s/ Peter Kolchinsky |
|
Peter Kolchinsky |
|
Manager |
|
|
|
PETER KOLCHINSKY |
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/s/ Peter Kolchinsky |
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RA CAPITAL HEALTHCARE FUND, L.P. |
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By: RA Capital Management, LLC |
|
General Partner |
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|
By: /s/ Peter Kolchinsky |
|
Peter Kolchinsky |
|
Manager |
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