SC 13G/A

NAMES OF REPORTING PERSONS

LINDEN CAPITAL L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

0001193125-20-007171.txt : 20200114 0001193125-20-007171.hdr.sgml : 20200114 20200114160107 ACCESSION NUMBER: 0001193125-20-007171 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200114 DATE AS OF CHANGE: 20200114 GROUP MEMBERS: LINDEN ADVISORS LP GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG 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: 20526063 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: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: VICTORIA PLACE, 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM10 SC 13G/A 1 d867295dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

TRACON PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

89237H100

(CUSIP Number)

December 31, 2019

(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).

(Continued on the Following Pages)

(Page 1 of 8 Pages)


CUSIP No. 89237H100		Page 2 of 8

Consists of 284,248 shares of the Issuer’s Common Stock, $0.001 par value (“Common Shares”), and such number of Common Shares obtainable upon exercise of warrants up to an aggregate holding limit of 9.9% of the Common Shares outstanding – i.e. the Reporting Person will not be able to exercise such warrants to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.9% of the Common Shares outstanding.


CUSIP No. 89237H100		Page 3 of 8

Consists of 284,248 Common Shares and such number of Common Shares obtainable upon exercise of warrants up to an aggregate holding limit of 9.9% of the Common Shares outstanding – i.e. the Reporting Person will not be able to exercise such warrants to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.9% of the Common Shares outstanding.


CUSIP No. 89237H100		Page 4 of 8


CUSIP No. 89237H100		Page 5 of 8


		Page 6 of 8

This Amendment No. 2 (“Amendment No. 2”) is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $0.001 par value (the “Common Shares”), of Tracon Pharmaceuticals, Inc. (the “Issuer”) beneficially owned by the Reporting Persons specified herein as of December 31, 2019, and amends and supplements the Schedule 13G filed April 2, 2018, as amended on January 29, 2019 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Amendment No. 2 are: Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong (“Mr. Wong,” and collectively, the “Reporting Persons”).

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

The Reporting Persons collectively beneficially own 296,380 Common Shares consisting of 284,248 Common Shares and such number of Common Shares obtainable upon exercise of warrants up to an aggregate holding limit of 9.9% of the Common Shares outstanding. The Reporting Person will not be able to exercise such warrants to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 9.9% of the Common Shares outstanding. In its prospectus relating to Common Shares, filed on November 25, 2019, the Issuer reported that 2,993,746 Common Shares were outstanding after giving effect to a one-for-ten reverse stock split on November 7, 2019.

(b)

Percent of class:

The Reporting Persons have beneficial ownership of Common Shares constituting 9.9% of the outstanding Common Shares.

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

Not applicable.

(ii) Shared power to vote or to direct the vote:

Linden Capital, Linden Advisors, Linden GP and Mr. Wong have shared power to vote or direct the vote of the 296,380 Common Shares beneficially owned by Linden Capital.

(iii) Sole power to dispose or to direct the disposition of:


		Page 7 of 8

Not applicable.

(iv) Shared power to dispose or to direct the disposition of:

Linden Capital, Linden Advisors, Linden GP and Mr. Wong have shared power to dispose or direct the disposition of the 296,380 Common Shares beneficially owned by Linden Capital.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 10.

Certification:

By signing below, the undersigned certifies that, to the best of its 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 Sec. 240.14a-11.


		Page 8 of 8

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: January 14, 2020


LINDEN CAPITAL L.P.

By:	Linden GP LLC, its general partner

	By:	/S/ Saul Ahn
		Saul Ahn,
		Authorized Signatory

LINDEN GP LLC

By:	/S/ Saul Ahn
	Saul Ahn,
	Authorized Signatory

LINDEN ADVISORS LP

By:	/S/ Saul Ahn
	Saul Ahn,
	General Counsel

SIU MIN WONG

By:	/S/ Saul Ahn
	Saul Ahn, Attorney-in-Fact for Siu Min Wong**

**	Duly authorized under Siu Min Wong’s Power of Attorney, dated June 10, 2019, incorporated herein by reference to Exhibit B of the statement on Schedule 13G filed by Linden Capital L.P. on June 19, 2019 in respect of its holdings in Haymaker Acquisition Corp II.