Statement of Ownership (sc 13g)
February 11 2015 - 3:12PM
Edgar (US Regulatory)
<SEQUENCE>1
<FILENAME>TNGN_sc13g.txt
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, par value $0.001 per share
(Title of Class of Securities)
88034G208
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
Page 1 of 8 Pages
CUSIP No. 88034G208 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
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(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)
9.985% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
PN
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* As more fully described in Item 4, these reported securities are subject to
a 9.985% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon the conversion or exercise, as applicable, in full of such
reported securities and do not give effect to such blocker. Therefore, the
actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).
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CUSIP No. 88034G208 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
Sander Gerber
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,923 shares of Common Stock
862,069 shares of Common Stock issuable upon conversion
of senior secured convertible notes (see Item 4)*
5,130,401 shares of Common Stock issuable upon exercise
of warrants (see Item 4)*
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(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)
9.985% (see Item 4)*
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(12) TYPE OF REPORTING PERSON
IN
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* As more fully described in Item 4, these reported securities are subject to
a 9.985% blocker and the percentage set forth in row (11) gives effect to such
blocker. However, as more fully described in Item 4, the securities reported
in rows (6), (8) and (9) show the number of shares of Common Stock that would
be issuable upon the conversion or exercise, as applicable, in full of such
reported securities and do not give effect to such blocker. Therefore, the
actual number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).
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CUSIP No. 88034G208 13G Page 4 of 8 Pages
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Item 1.
(a) Name of Issuer
Tengion Inc, a Delaware corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices
3929 Westpoint Blvd.
Suite G
Winston-Salem, NC 27103
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P. (the
"Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are
collectively referred to herein as "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
88034G208
CUSIP No. 88034G208 13G Page 5 of 8 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(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. 78c).
(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) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.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) [ ] A non-U.S. institution in accordance with Rule 240.13d-
1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with ss.240.13d-
1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) -
(11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Company's Current Report on Form 10-Q filed with the Securities and
Exchange Commission on December 2, 2013, discloses that the total number of
outstanding shares of Common Stock as of November 25, 2013 was 5,482,247. The
percentages set forth on Row (11) of the cover page for each Reporting Person
is based on the Company's total number of outstanding shares of Common Stock
and assumes the conversion of the reported senior secured convertible notes
and the exercise of the reported warrants (collectively, the "Reported
Securities"), in each case, subject to the 9.985% Blocker (as defined below).
Pursuant to the terms of the Reported Securities, the Reporting Persons cannot
convert or exercise, as applicable, any of the Reported Securities if the
Reporting Persons would beneficially own, after any such conversion or
exercise, more than 9.985% of the outstanding shares of Common Stock (the
"9.985% Blocker") and the percentage set forth in Row (11) of the cover page
for each Reporting Person gives effect to the 9.985% Blocker. Consequently, at
this time, the Reporting Persons are not able to convert or exercise all of
such Reported Securities due to the 9.985% Blocker.
The Investment Manager, which serves as the investment manager to Hudson Bay
Master Fund Ltd., in whose name the reported securities are held, may be
deemed to be the beneficial owner of all shares of Common Stock underlying the
convertible notes and warrants held by [Hudson Bay Master Fund Ltd. and Hudson
Bay IP Opportunities Master Fund, L.P.] Mr. Gerber serves as the managing
member of Hudson Bay Capital GP LLC, which is the general partner of the
Investment Manager. Mr. Gerber disclaims beneficial ownership of these
securities.
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 person 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
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.
CUSIP No. 88034G208 13G Page 6 of 8 Pages
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Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or
its knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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.
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CUSIP No. 88034G208 13G Page 7 of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 11, 2015
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 88034G208 13G Page 8 of 8 Pages
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EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the
Common Stock, par value $0.001 per share of Tengion Inc. is being filed, and
all amendments thereto will be filed, on behalf of each of the persons and
entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated as of February 11, 2015
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
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