SEC Form 3 

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number: | 3235-0104
Estimated average burden
hours per response: | 0.5

1. Name and Address of Reporting Person^*
DRANT RYAN D

(Last) | (First) | (Middle)
1954 GREENSPRING DRIVE
SUITE 600

(Street) 
TIMONIUM | MD | 21093

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2015

3. Issuer Name and Ticker or Trading Symbol 
Tracon Pharmaceuticals, Inc. [ TCON ]

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 of Original Filed (Month/Day/Year)

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

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)

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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5)
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | |
Series B Redeemable Convertible Preferred Stock | ^(1) | ^(1) | Common Stock | 1,388,474^(2) | ^(2) | I | See Note 3^(3)
Explanation of Responses:
1. The shares of Series B Redeemable Convertible Preferred Stock are convertible at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and have no expiration date.
2. The shares of Series B Redeemable Convertible Preferred Stock are convertible into the number of shares of the Issuer's common stock shown in Column 3 above at a rate of 1 share of common stock for each 3.87 shares of Preferred Stock.
3. The Reporting Person is a director of NEA 14 GP, LTD, which is the sole general partner of NEA Partners 14, L.P. ("NEA Partners 14"). NEA Partners 14 is the sole general partner of New Enterprise Associates 14, L.P. ("NEA 14"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 shares in which the Reporting Person has no pecuniary interest.
| /s/ Sasha Keough, attorney-in-fact | 01/29/2015
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.