TRACON Pharmaceuticals (TCON) SC 13G/A Tracon Pharmaceuticals / Linden Capital ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

TRACON Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89237H209

(CUSIP Number)

December 31, 2020

(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)

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CUSIP No. 89237H209

1.	NAMES OF REPORTING PERSONS LINDEN CAPITAL L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 921,603 (1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 921,603 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,603 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.	TYPE OF REPORTING PERSON PN

1. Consists of 284,247 shares of the Issuer’s Common Stock, $0.001 par value per share (“Common Shares”), and 637,356 Common Shares obtainable upon exercise of warrants.

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CUSIP No. 89237H209

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LINDEN GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 921,603 (1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 921,603 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,603 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.	TYPE OF REPORTING PERSON HC

1. Consists of 284,247 Common Shares and 637,356 Common Shares obtainable upon exercise of warrants.

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CUSIP No. 89237H209

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LINDEN ADVISORS LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 921,603 (1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 921,603 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,603 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.	TYPE OF REPORTING PERSON IA, PN

1. Consists of 284,247 Common Shares and 637,356 Common Shares obtainable upon exercise of warrants.

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CUSIP No. 89237H209

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SIU MIN WONG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☒        (b)  ☐
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION China (Hong Kong) and USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER 921,603 (1)
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 921,603 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,603 (1)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0%
12.	TYPE OF REPORTING PERSON IN, HC

1. Consists of 284,247 Common Shares and 637,356 Common Shares obtainable upon exercise of warrants.

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This Amendment No. 3 (“Amendment No. 3”) 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, 2020, and amends and supplements the Schedule 13G filed April 2, 2018, as amended by Amendment No. 1 thereto filed January 29, 2019 and by Amendment No. 2 thereto filed January 14, 2020 (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. 3 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:

Item 4(a) Amount Beneficially Owned:

As of December 31, 2020, each of Linden Capital, Linden Advisors, Linden GP and Mr. Wong may be deemed the beneficial owner of 921,603 Common Shares consisting of 284,247 Common Shares and 637,356 Common Shares obtainable upon exercise of warrants.

Item 4(b) Percent of Class:

As of December 31, 2020, each of Linden Capital, Linden Advisors, Linden GP and Mr. Wong may be deemed the beneficial owner of approximately 6.0% of Common Shares outstanding. These percentages are based on 14,775,206 Common Shares outstanding based on disclosures by the issuer in its Prospectus filed on December 29, 2020.

Item 4(c) Number of Shares as to which such person has:

As of December 31, 2020:
Linden Advisors, Linden Capital, Linden GP and Mr. Wong:
(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	921,603
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	921,603

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

Not applicable.

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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.

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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: February 8, 2021

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.