Scott B. Brown Form 3 Tracon Pharmaceuticals / Scott B. Brown ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Brown Scott B.

(Last) (First) (Middle)

C/O TRACON PHARMACEUTICALS, INC.

4350 LA JOLLA VILLAGE DRIVE, SUITE 800

(Street)

SAN DIEGO CA 92122

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019

3. Issuer Name and Ticker or Trading Symbol
Tracon Pharmaceuticals, Inc. [ TCON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer (PAO)

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	10,962	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	(1)	08/30/2025	Common Stock	23,529	10.49	D
Employee Stock Options (Right to Buy)	(2)	01/19/2027	Common Stock	13,320	5.15	D
Employee Stock Options (Right to Buy)	(3)	02/20/2028	Common Stock	20,000	2.15	D
Employee Stock Options (Right to Buy)	(4)	01/28/2029	Common Stock	100,000	0.79	D

Explanation of Responses:

1. The option is fully vested and exercisable. 1/4 of the shares subject to the option vested on August 31, 2016, and the remaining shares vested in 36 equal monthly installments thereafter.

2. 1/4 of the shares subject to the option vested on January 20, 2018, and the remaining shares vest in 36 equal monthly installments thereafter.

3. 1/4 of the shares subject to the option vested on February 21, 2019, and the remaining shares vest in 36 equal monthly installments thereafter.

4. 1/4 of the shares subject to the option will vest on January 29, 2020, and the remaining shares vest in 36 equal monthly installments thereafter.

Remarks:

	/s/ Scott B. Brown	09/30/2019
	** 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.