<SEC-DOCUMENT>0001105806-19-000016.txt : 20190426
<SEC-HEADER>0001105806-19-000016.hdr.sgml : 20190426
<ACCEPTANCE-DATETIME>20190425213049
ACCESSION NUMBER:		0001105806-19-000016
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20190426
DATE AS OF CHANGE:		20190425

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Tracon Pharmaceuticals, Inc.
		CENTRAL INDEX KEY:			0001394319
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-88629
		FILM NUMBER:		19769144

	BUSINESS ADDRESS:	
		STREET 1:		4350 LA JOLLA VILLAGE DRIVE
		STREET 2:		SUITE 800
		CITY:			San Diego
		STATE:			CA
		ZIP:			92122
		BUSINESS PHONE:		858-550-0780

	MAIL ADDRESS:	
		STREET 1:		4350 LA JOLLA VILLAGE DRIVE
		STREET 2:		SUITE 800
		CITY:			San Diego
		STATE:			CA
		ZIP:			92122

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Tracon Pharmaceuticals Inc
		DATE OF NAME CHANGE:	20070324

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LYTTON LAURENCE W
		CENTRAL INDEX KEY:			0001105806

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		467 CPW
		CITY:			NY
		STATE:			NY
		ZIP:			10025
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>tcon4-19.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment 3)


(Name of Issuer)		TRACON Pharmaceuticals, Inc.

(Title of Class of Securities)	Common Stock

(CUSIP Number)			89237H100

(Date of Event Which Requires Filing of this Statement)	April 25, 2019

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
      [   ]Rule 13d-1(b)
      [ X  ]Rule 13d-1(c)
      [   ]Rule 13d-1(d)

      CUSIP No. 		89237H100

          1.Names of Reporting Persons.

	     Laurence W.Lytton

2. Check the Appropriate Box if a Member of a Group (See Instructions)

a)..........................................................................

(b)..........................................................................

      3.SEC Use Only

      4.Citizenship or Place of Organization

      		USA

      5.Sole Voting Power 	1,484,928 (1)

      6.Shared Voting Power 	6,000

      7.Sole Dispositive Power	1,484,928 (1)

      8.Shared Dispositive Power 6,000


      9.Aggregate Amount Beneficially Owned by Each Reporting
      Person			1,490,928 (1)


  (1)Includes 707,964 shares of Common Stock underlying certain warrants
     with an exercise price of $2.70 expiring March 23, 2024.

      10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions).................................


      11.Percent of Class Represented by Amount in Row (9)
      				4.99% (2)

       (2) Based on 29,898,698 shares utstanding as of April 18, 2019,
          as reported in the April 25, 2019 Schedule 14A.


      12.Type of Reporting Person (See Instructions)

			IN

            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 Person Filing	Laurence W. Lytton

      (b)Address of Principal Business Office or, if none, Residence

		467 CPW
		N.Y., NY  10025

      (c)Citizenship			USA

      (d)Title of Class of Securities	Common

      (e)CUSIP Number			89237H100

      Item 3. 	not applicable


      Item 4.Ownership.

      (a)Amount beneficially owned: 1,490,928 shares consisting of
       688,964 shares held by the reporting person, 707,964 (1)
       warrants held by the reporting person, 88,000 shares held
       in the Lytton-Kambara Foundation, and 6,000 shares held in
       other related accounts.

      (b)Percent of class: 		4.99% (2)

      (c)Number of shares as to which the person has:

      (i)Sole power to vote or to direct the vote 	1,484,928 (1).

      (ii)Shared power to vote or to direct the vote 	  6,000.

      (iii)Sole power to dispose or to direct the disposition of  1,484,928 (1).

      (iv)Shared power to dispose or to direct the disposition of  6,000.


    (1)Includes 707,964 shares of Common Stock underlying certain warrants
     with an exercise price of $2.70 expiring March 23, 2024.
    (2) Based on 29,898,698 shares utstanding as of April 18, 2019,
          as reported in the April 25, 2019 Schedule 14A.

      Item 5.Ownership of Five Percent or Less of a Class: (X)


      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.


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
      ___04/25/19____________________________
      Date
      ____s/ Laurence W. Lytton____________________________
      Signature
      _____Laurence W. Lytton___________________________
      Name/Title


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>