UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Tengion, Inc. |
(Name of Issuer)
| Common Stock, par value $0.001 per share |
(Title of Class of Securities)
| 88034G109 |
(CUSIP Number)
| December 31, 2010 |
(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)
| * | 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 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 (“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. 88034G109 |
13G |
Page 2 of 8 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bain Capital Venture Fund 2005, L.P. EIN No.: 20-1330342 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 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
472,733 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
472,733 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,733 Shares | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.83% | |||||
| 12. |
TYPE OF REPORTING PERSON
PN | |||||
2
|
CUSIP No. 88034G109 |
13G |
Page 3 of 8 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates III, LLC EIN No.: | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 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
67,230 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
67,230 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,230 Shares | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.54% | |||||
| 12. |
TYPE OF REPORTING PERSON
PN | |||||
3
|
CUSIP No. 88034G109 |
13G |
Page 4 of 8 Pages |
| 1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates III-B, LLC EIN No.: | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
| 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
1,479 Shares | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,479 Shares | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479 Shares | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.01% | |||||
| 12. |
TYPE OF REPORTING PERSON
PN | |||||
| Item 1(a). | Name of Issuer |
The name of the issuer to which this filing on Schedule 13G relates is Tengion, Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
The principal executive offices of the Company are located at 2900 Potshop Lane, East Norriton, PA, 19403.
| Item 2(a). | Name of Person Filing |
This statement is being filed on behalf of the following (collectively, the “Reporting Persons”): (1) Bain Capital Venture Fund 2005, L.P., a Delaware limited partnership (“BCVF”), (2) BCIP Associates III, LLC, a Delaware limited liability company (“BCIP III LLC”), and (3) BCIP Associates III-B, LLC, a Delaware limited liability company (“BCIP III-B LLC”).
Bain Capital Venture Partners 2005, L.P., a Delaware limited partnership (“BVP”), is the sole general partner of BCVF. Bain Capital Venture Investors, LLC, a Delaware limited liability company (“BCVI”), is the sole general partner of BVP. Mr. Michael A. Krupka is the sole managing member of BCVI.
BCIP Associates III, a Cayman Islands partnership (“BCIP III”) is the manager and sole member of BCIP III LLC. BCIP Associates III-B, a Cayman Islands partnership (“BCIP III-B”) is the manager and sole member of BCIP III-B LLC. Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”), is the managing partner of each of BCIP III and BCIP III-B. BCVI is attorney-in-fact of BCI.
BCVF, BCIP III LLC and BCIP III-B LLC have entered into a Joint Filing Agreement, dated February 14, 2011 , pursuant to which BCVF, BCIP III LLC and BCIP III-B LLC have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons, BVP, BCVI and BCI is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA 02199.
| Item 2(c). | Citizenship |
Each of the Reporting Persons, BVP, BCVI and BCI is organized under the laws of the State of Delaware. Mr. Krupka is a citizen of the United States.
BCIP III and BCIP III-B are organized under the laws of the Cayman Islands.
| Item 2(d). | Title of Class of Securities |
The class of equity securities of the Company to which this filing on Schedule 13G relates is Common Stock, par value $0.001 per share (“Common Stock”).
| Item 2(e). | CUSIP Number |
The CUSIP number of the Company’s Common Stock is 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) | [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). |
| (c) | [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [ ] An investment adviser in accordance with §13d-1(b)(1)(ii)(E). |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with §240.13d 1(b)(1)(ii)(F). |
| (g) | [ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | [ ] 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) | [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
[ ] If this statement is filed pursuant to §240.13d-1(c), check this box.
| Item 4. | Ownership |
| Item 4(a). | Amount beneficially owned |
This Schedule 13G is being filed on behalf of the Reporting Persons. The Reporting Persons may be deemed to beneficially own in the aggregate 541,442 shares of Common Stock of the Company, representing, in the aggregate, 4.38% of the Company’s Common Stock. The percentage of Common Stock held by the Reporting Persons is based on 12,356,436 shares of Common Stock of the Company outstanding (the “Outstanding Shares”) as of October 26, 2010 based on the Company Form 10-Q for the period ended September 30, 2010.
As of the close of business on December 31, 2010, the following shares were owned by the Reporting Persons:
BCVF owned 472,733 shares of Common Stock of the Company, representing approximately 3.83% of the Company’s Outstanding Shares. BCVF acts by and through its general partner, BVP. BVP acts by and through its general partner, BCVI. Mr. Krupka is the managing member of BCVI.
BCIP III LLC owned 67,230 shares of Common Stock of the Company, representing approximately 0.54% of the Outstanding Shares. BCIP III LLC acts by and through its manager and sole member, BCIP III. BCIP III acts by and through its managing partner, BCI. BCVI is attorney-in-fact of BCI.
BCIP III-B LLC owned 1,479 shares of Common Stock of the Company, representing approximately 0.01% of the Outstanding Shares. BCIP III-B LLC acts by and through its manager and sole member, BCIP III-B. BCIP III-B acts by and through its managing partner, BCI. BCVI is attorney-in-fact of BCI.
No person other than the respective owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares of Common Stock of the Company.
| Item 4(b). | Percent of Class |
See Item 4(a) hereof.
| Item 4(c). | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
| BCVF |
472,733 | |||
| BCIP III LLC |
67,230 | |||
| BCIP III-B LLC |
1,479 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: |
| BCVF |
472,733 | |||
| BCIP III LLC |
67,230 | |||
| BCIP III-B LLC |
1,479 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| 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: |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: February 14, 2011
| BAIN CAPITAL VENTURE FUND 2005, L.P. | ||
| By Bain Capital Venture Partners 2005, L.P., its general partner | ||
| By Bain Capital Venture Investors, LLC, its general partner | ||
| BCIP ASSOCIATES III, LLC | ||
| By BCIP Associates III, its sole member | ||
| By Bain Capital Investors, LLC, its managing partner | ||
| By Bain Capital Venture Investors, LLC, its attorney-in-fact | ||
| BCIP ASSOCIATES III-B, LLC | ||
| By BCIP Associates III-B, its sole member | ||
| By Bain Capital Investors, LLC, its managing partner | ||
| By Bain Capital Venture Investors, LLC, its attorney-in-fact | ||
| By: | /s/ Michael Krupka | |
| Michael Krupka | ||
| Managing Director | ||
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.
Dated: February 14, 2011
| BAIN CAPITAL VENTURE FUND 2005, L.P. | ||
| By Bain Capital Venture Partners 2005, L.P., its general partner | ||
| By Bain Capital Venture Investors, LLC, its general partner | ||
| BCIP ASSOCIATES III, LLC | ||
| By BCIP Associates III, its sole member | ||
| By Bain Capital Investors, LLC, its managing partner | ||
| By Bain Capital Venture Investors, LLC, its attorney-in-fact | ||
| BCIP ASSOCIATES III-B, LLC | ||
| By BCIP Associates III-B, its sole member | ||
| By Bain Capital Investors, LLC, its managing partner | ||
| By Bain Capital Venture Investors, LLC, its attorney-in-fact | ||
| By: | /s/ Michael Krupka | |
| Michael Krupka | ||
| Managing Director | ||