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UNITED STATES
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 13d-2
(Amendment No. _____) *
 
TRACON Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
89237H100
(CUSIP Number)
 
February 4, 2015
(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)  
       
  ☐ 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.  89237H100
13 G
Page 2 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
Nextech III Oncology, LPCI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐           (b) ☒  (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5
SOLE VOTING POWER
875,991 shares
 
6
SHARED VOTING POWER
0 shares
 
7
SOLE DISPOSITIVE POWER
875,991 shares
 
 
8
SHARED DISPOSITIVE POWER
0 shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           875,991 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.2%(2)
 
12
TYPE OF REPORTING PERSON*
 
 
           PN
(1)
This Schedule 13G is filed by Nextech III Oncology, LPCI (“Nextech III LP”), Nextech III GP Ltd. (“Nextech III GP”), Alfred Scheidegger (“Scheidegger”), Thomas Lips (“Lips”)  and Roland Ruckstuhl (“Ruckstuhl” together with Nextech III LP, Nextech III GP, Scheidegger and Lips, collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
The 875,991 shares of Common Stock held by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the the Issuer’s initial public offering (the “IPO”) and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.

 
 

 

 
CUSIP NO.  89237H100
13 G
Page 3 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
Nextech III GP Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐           (b) ☒  (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5
SOLE VOTING POWER
875,991 shares
 
6
SHARED VOTING POWER
0 shares
 
7
SOLE DISPOSITIVE POWER
875,991 shares
 
 
8
SHARED DISPOSITIVE POWER
0 shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           875,991 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.2%(2)
12
TYPE OF REPORTING PERSON*
 
 
           OO
(1)
This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
The 875,991 shares of Common Stock held by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the IPO and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.
 
 
 

 

 
CUSIP NO.  89237H100
13 G
Page 4 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
Alfred Scheidegger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐           (b) ☒  (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
875,991 shares
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
875,991 shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           875,991 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.2%(2)
12
TYPE OF REPORTING PERSON*
 
 
           IN
(1)
This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
The 875,991 shares of Common Stock held by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the IPO and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.
 
 
 

 

 
CUSIP NO.  89237H100
13 G
Page 5 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
Thomas Lips
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐           (b) ☒  (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5
SOLE VOTING POWER
0 shares
 
6
SHARED VOTING POWER
875,991 shares
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
875,991 shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           875,991 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.2%(2)
12
TYPE OF REPORTING PERSON*
 
 
           IN
(1)
This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
The 875,991 shares of Common Stock held by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the IPO and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.
 
 
 

 


CUSIP NO.  89237H100
13 G
Page 6 of 9 Pages
 
1
NAMES OF REPORTING PERSONS
Roland Ruckstuhl
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a) ☐           (b) ☒  (1)
3
SEC USE ONLY 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5
SOLE VOTING POWER
0 shares
6
SHARED VOTING POWER
875,991 shares
 
7
SOLE DISPOSITIVE POWER
0 shares
 
 
8
SHARED DISPOSITIVE POWER
875,991 shares
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                           875,991 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.2% (2)
12
TYPE OF REPORTING PERSON*
 
 
           IN
(1)
This Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)
The 875,991 shares of Common Stock held by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the IPO and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.
 
 
 

 

 
Introductory Note:  This statement on Schedule 13G is filed by the Reporting Persons with the Commission in respect of shares of Common Stock (“Common Stock”), of TRACON Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
 
Item 1
 
(a)
Name of Issuer:
TRACON Pharmaceuticals, Inc.
 
(b)
Address of Issuer’s
 
   Principal Executive Offices:
8910 University Center Lane, Suite 700
 
San Diego, California 92122
 
Item 2
 
(a)
Name of Reporting Persons Filing:

 
1.
Nextech III Oncology, LPCI (“Nextech III LP”)
 
2.
Nextech III GP Ltd. (“Nextech III GP”)
 
3.
Alfred Scheidegger (“Scheidegger”)
 
4.
Thomas Lips (“Lips”)
 
5.
Roland Ruckstuhl (“Ruckstuhl”)

(b)
Address of Principal Business Office:
c/o Nextech Invest Ltd.
   
Scheuchzerstrasse 35
 
  
8006 Zurich
 
  
Switzerland
 
(c)
Citizenship:

 
Nextech III LP
Switzerland
 
Nextech III GP
Switzerland
 
Scheidegger
Switzerland
 
Lips
Switzerland
 
Ruckstuhl
Switzerland

(d)
Title of Class of Securities:
Common Stock

(e)
CUSIP Number:
89237H100
 
Item 3
Not applicable.
 
 
 

 

 
Item 4
Ownership.
 
The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of February 4, 2015:
Reporting Persons
  
Shares Held
Directly (1)
    
Sole Voting
Power
    
Shared
Voting
Power (1)
    
Sole
Dispositive
Power
    
Shared
Dispositive
Power (1)
    
Beneficial
Ownership
(1)
    
Percentage of
Class (1, 3)
  
                                                         
Nextech III LP
     875,991       875,991       0       875,991       0       875,991       7.2 %
                                                         
Nextech III GP (2)
     0       875,991       0       875,991       0       875,991       7.2 %
                                                         
Scheidegger (2)
     0       0       875,991       0       875,991       875,991       7.2 %
                                                         
Lips (2)
     0       0       875,991       0       875,991       875,991       7.2 %
                                                         
Ruckstuhl (2)
     0       0       875,991       0       875,991       875,991       7.2 %
                                                         
 
(1)
Consists of 875,991 shares of Common Stock of the Issuer held directly by Nextech III LP.
 
(2)
The shares are held by Nextech III LP.  Nextech III GP serves as the sole general partner of Nextech III LP and has sole voting and investment control over the shares owned by Nextech III LP and may be deemed to own beneficially the shares held by Nextech III LP.  Nextech III GP owns no securities of the Issuer directly.  Scheidegger, Lips and Ruckstuhl are managing members of Nextech III GP and share voting and dispositive power over the shares held by Nextech III LP, and may be deemed to own beneficially the shares held by Nextech III LP.  The managing members own no securities of the Issuer directly.
 
(3)
The 875,991 shares of Common Stock beneficially owned by the Reporting Person represent 7.2% of the Issuer’s outstanding Common Stock. The percentage beneficially owned is based on a total of 12,092,806 shares of Common Stock reported to be outstanding immediately after the IPO and concurrent private placement in the Issuer’s final prospectus for the IPO filed under Rule 424(b)(4), with the Securities Exchange Commission on February 2, 2015.
 
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.
 
Item 10
Certification.

                               
By signing below I 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, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 

 

 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 17, 2015

NEXTECH III ONCOLOGY, LPCI

By: Nextech III GP Ltd.
Its: General Partner
     
By:           /s/ Alfred Scheidegger  
            Alfred Scheidegger, Managing Member  
     
By:           /s/ Thomas Lips  
 
          Thomas Lips, Managing Member
  
     
NEXTECH III GP LTD.
  
     
By:           /s/ Alfred Scheidegger  
 
          Alfred Scheidegger, Managing Member
  
     
            /s/ Alfred Scheidegger  
 
          Alfred Scheidegger
  
     
            /s/ Thomas Lips  
 
          Thomas Lips
  
     
            /s/ Roland Ruckstuhl  
 
          Roland Ruckstuhl
  

Exhibit(s):
     
A:           Joint Filing Statement  
 
 
 

 

CUSIP No. 89237H100 13G Exhibit 99.1

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of TRACON Pharmaceuticals, Inc. is filed on behalf of each of us.

 

Dated: February 17, 2015

 

NEXTECH III ONCOLOGY, LPCI

 

By: Nextech III GP Ltd.

Its: General Partner

 

 

     
By:           /s/ Alfred Scheidegger  
            Alfred Scheidegger, Managing Member  
     
By:           /s/ Thomas Lips  
            Thomas Lips, Managing Member  
     
NEXTECH III GP LTD.  
     
By:           /s/ Alfred Scheidegger  
            Alfred Scheidegger, Managing Member  
     
            /s/ Alfred Scheidegger  
            Alfred Scheidegger  
     
            /s/ Thomas Lips  
            Thomas Lips  
     
            /s/ Roland Ruckstuhl  
            Roland Ruckstuhl