X0306 4/A 2020-09-04 2020-09-15 0 0001394319 Tracon Pharmaceuticals, Inc. TCON 0001778253 Ikarian Capital, LLC 100 CRESCENT COURT, SUITE 1620 DALLAS TX 75201 0 0 1 1 Member of 10% Group 0001824870 Ikarian Healthcare Master Fund, L.P. 100 CRESCENT COURT, SUITE 1620 DALLAS TX 75201 0 0 1 1 Member of 10% Group 0001825313 Ikarian Healthcare Fund GP, L.P. 100 CRESCENT COURT, SUITE 1620 DALLAS TX 75201 0 0 1 1 Member of 10% Group 0001825179 Chart Westcott Living Trust 100 CRESCENT COURT, SUITE 1620 DALLAS TX 75201 0 0 1 1 Member of 10% Group 0001824857 Shahrestani Neil 100 CRESCENT COURT, SUITE 1620 DALLAS TX 75201 0 0 1 1 Member of 10% Group Common Stock, par value $0.001 per share 2020-09-04 4 P 0 151611 2.8659 A 1991689 I See Footnotes Common Stock, par value $0.001 per share 2020-09-08 4 P 0 13244 2.90 A 2004933 I See Footnotes Common Stock, par value $0.001 per share 2020-09-09 4 P 0 79415 3.4938 A 2084348 I See Footnotes Common Stock, par value $0.001 per share 2020-09-11 4 P 0 78201 3.926 A 2162549 I See Footnotes This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $2.7981 to $2.9986 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the price per Share and the number of Shares purchased at each price. This statement is jointly filed by and on behalf of each of the Reporting Persons. Ikarian Capital is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, the Fund. Ikarian GP is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Fund. Ikarian Capital is also the general partner of, and may be deemed to indirectly beneficially own, securities beneficially owned by Ikarian GP. Ikarian Capital is a sub-advisor for certain separate managed accounts (collectively, the "Managed Accounts") and may be deemed to indirectly beneficially own securities owned by the Managed Accounts. Ikarian Capital is ultimately owned and controlled by the Trust, and indirectly by Mr. Shahrestani. Accordingly, each of Mr. Westcott, as sole trustee of the Trust, and Mr. Shahrestani may be deemed to indirectly beneficially own securities beneficially owned by, Ikarian Capital. The Fund and the Managed Accounts are the record and direct beneficial owners of the securities covered by this statement. The Fund disclaims beneficial ownership of the shares held by the Managed Accounts. The Reporting Persons state that neither the filing of this statement nor anything herein shall be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The Reporting Persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the Reporting Persons in such securities. The Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The Reporting Persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. On September 15, 2020, Ikarian Capital, LLC, a Delaware limited liability company ("Ikarian Capital"), Ikarian Healthcare Master Fund, L.P, a Cayman Islands exempted limited partnership (the "Fund") and Neil Shahrestani filed a Form 4 (the "Original Form 4") with respect to purchases of shares of common stock of TRACON Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), par value $0.001 per share ("Shares"), which also included Shares indirectly beneficially owned by Ikarian Healthcare Fund GP, L.P., a Delaware limited partnership ("Ikarian GP") and Chart Westcott (together with Ikarian Capital, Mr. Shahrestani, the Fund and Ikarian GP, the "Reporting Persons"). The purpose of this amendment is solely to ensure that the Central Index Keys for Ikarian GP and Chart Westcott Living Trust, of which Mr. Westcott serves as the sole trustee (the "Trust"), are included with respect to the purchases reported on the Original Form 4. No substantial amendments are being made to the contents of the Original Form 4. IKARIAN CAPITAL, LLC, By: Chart Westcott Living Trust, Its: Manager, By: /s/ Chart Westcott, Chart Westcott, Trustee 2020-09-17 IKARIAN HEALTHCARE MASTER FUND, L.P., By: Ikarian Healthcare Fund GP, L.P., Its: General Partner, By: Ikarian Capital, LLC, Its: General Partner, By: Chart Westcott Living Trust, Its: Manager, By: /s/ Chart Westcott, Chart Westcott, Trustee 2020-09-17 IKARIAN HEALTHCARE FUND GP, L.P., By: Ikarian Capital, LLC, Its: General Partner, By: Chart Westcott Living Trust, Its: Manager, By: /s/ Chart Westcott, Chart Westcott, Trustee 2020-09-17 CHART WESTCOTT LIVING TRUST, By: /s/ Chart Westcott, Chart Westcott, Trustee 2020-09-17 NEIL SHAHRESTANI, /s/ Neil Shahrestani 2020-09-17