SEC FORM 3

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

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1. Name and Address of Reporting Person^*

Twiford J Rainer

(Last)

(First)

(Middle)

8910 UNIVERSITY CENTER LANE

SUITE 700

(Street)

SAN DIEGO

92122

(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)

X	Director	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)
Common Stock	10,029	I	By MCT Investments, LLC⁽¹⁾
Common Stock	437,210	I	By Brookline Tracon Investment Fund, LLC⁽²⁾
Common Stock	49,380	I	By CSA Biotechnology Fund I, LLC⁽²⁾
Common Stock	93,460	I	By CSA Biotechnology Fund II, LLC⁽²⁾

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)
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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	416,059	⁽⁴⁾	I	By Brookline Tracon Investment Fund II, LLC⁽²⁾
Series B Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	241,493	⁽⁴⁾	I	By Brookline Tracon Investment Fund II, LLC

Explanation of Responses:

1. The Reporting Person's spouse has voting and investment power with respect to the shares held by MCT Investments, LLC.

2. The Reporting Person has voting and dispositive control over these shares and disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. The shares 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.

4. The preferred stock is 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.

Remarks:

	/s/ Patricia L. Bitar, 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.