SEC Form 4 · accession 0001181431-15-002000
Tracon Pharmaceuticals, Inc. · TCON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
New Enterprise Associates 14, L.P.
10% Owner
NEA Partners 14, L.P.
10% Owner
NEA 14 GP, LTD
10% Owner
Period of report
Feb 4, 2015
Accepted (ET)
Feb 5, 2015 · 3:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001394319
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 4, 2015 | C | 1,388,474 | — | A | 1,388,474 | D | |
| Common StockF3,F2 | Feb 4, 2015 | P | 500,000 | $10.00 | A | 1,888,474 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Redeemable Convertible Preferred StockF1,F2 | — | Feb 4, 2015 | C | 5,373,396 | D | — | — | Common Stock | 1,388,474 | 0 | D |
Explanation of responses
- F1In connection with the Issuer's initial public offering on February 4, 2015, the shares of Series B Redeemable Convertible Preferred Stock automatically converted into the Issuer's common stock at a rate of 1 share of common stock for each 3.87 shares of Preferred Stock for no additional consideration. The Series B Redeemable Convertible Preferred Stock had no expiration date.
- F2The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP, LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 14 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Anthony A. Florence, Jr., Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Peter W. Sonsini, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.
- F3NEA 14 purchased these shares directly from the Issuer in a private placement.