Edgar Filing: JOHNSON & JOHNSON DEVELOPMENT CORP ET AL

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â JOHNSON & JOHNSON

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2010

3. Issuer Name and Ticker or Trading Symbol
TENGION INC [TNGN]

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW BRUNSWICK,Â NJÂ 08933

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	39,601	I	By Johnson & Johnson Development Corporation ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	342,183	$ ⁽²⁾	I	By Johnson & Johnson Development Corporation ⁽¹⁾
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	149,159	$ ⁽²⁾	I	By Johnson & Johnson Development Corporation ⁽¹⁾
Series C Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	263,711	$ ⁽²⁾	I	By Johnson & Johnson Development Corporation ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK,Â NJÂ 08933	Â	Â X	Â	Â
JOHNSON & JOHNSON DEVELOPMENT CORP ET AL ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK,Â NJÂ 08933	Â	Â X	Â	Â

Signatures

Douglas Chia, Assistant Secretary of Johnson & Johnson		04/09/2010
^**Signature of Reporting Person		Date
Jayne Zall, Secretary of Johnson & Johnson Development Corporation		04/09/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.
(2)	There is no expiration date applicable to the Series A, Series B or Series C Preferred Stock. Subject to certain conditions, immediately prior to the closing of the Issuer's initial public offering each share of Series A, Series B and Series C Preferred Stock will automatically convert into shares of Common Stock on a 14.5-for-1 basis, for no additional consideration.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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