CUSIP
No. 89237H100
|
13D
|
Page
2 of 8 Pages
|
|
Item
1.
|
Security
and Issuer.
|
This
Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on 13D originally filed on
February 11, 2015, Amendment No. 1 thereto filed on December 8, 2016 and Amendment No. 2 thereto filed on April 3, 2018 relating
to the common stock, $.001 par value (the “Common Stock”) of Tracon Pharmaceuticals, Inc. (the “Issuer”)
having its principal executive office at 4350 La Jolla Village Drive, Suite 800, San Diego, CA 92122.
Certain
terms used but not defined in this Amendment No. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment
No. 1 and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information
previously reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 thereto).
|
Item
2.
|
Identity
and Background.
|
This
statement is being filed by:
(a)
New Enterprise Associates 14, L.P. (“NEA 14”);
(b)
NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA
14 LTD” and, together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA
Partners 14; and
(c)
Forest Baskett (“Baskett”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”),
Scott D. Sandell (“Sandell”) and Peter W. Sonsini (“Sonsini”) (together, the “Directors”)
and M. James Barrett, Peter J. Barris, David M. Mott and Ravi Viswanathan. The Directors are the directors of NEA 14 LTD.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
The
address of the principal business office of NEA 14, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Kerins is New Enterprise Associates, 5425
Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett and Sonsini is New
Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence
is New Enterprise Associates, 104 Fifth Avenue, 19th Floor, New York, NY 10011.
The
principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The
principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is
to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors is to manage the Control
Entities, NEA 14 and a number of affiliated partnerships with similar businesses.
During
the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been
a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA
14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted
company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Not
applicable.
|
Item
4.
|
Purpose
of Transaction.
|
Not
applicable.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Each
of the Reporting Persons has ceased to own beneficially five percent or more of the Issuer’s Common Stock.
|
Item
6.
|
Contracts,
Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
|
Not
applicable.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
1 – Agreement regarding filing of joint Schedule 13D.
Exhibit
2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 89237H100
|
13D
|
Page
3 of 8 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
EXECUTED
this 10th day of March, 2021.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
|
By:
|
NEA
PARTNERS 14, L.P.
General Partner
|
|
By:
|
NEA
14 GP, LTD
General Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
|
By:
|
NEA
14 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By: *
Scott
D. Sandell
Director
CUSIP
No. 89237H100
|
13D
|
Page
4 of 8 Pages
|
*
M.
James Barrett
*
Peter
J. Barris
*
Forest
Baskett
*
Patrick
J. Kerins
*
Anthony
A. Florence, Jr.
*
David
M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Ravi
Viswanathan
*/s/
Sasha Keough
Sasha
Keough
As
attorney-in-fact
This
Amendment No. 3 to Schedule 13D was executed by Sasha Keough on behalf of the individuals listed above pursuant to a Power
of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 89237H100
|
13D
|
Page
5 of 8 Pages
|
EXHIBIT
1
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing
the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares
of stock of Tracon Pharmaceuticals, Inc.
EXECUTED this 10th day of March, 2021.
NEW
ENTERPRISE ASSOCIATES 14, L.P.
|
By:
|
NEA
PARTNERS 14, L.P.
General Partner
|
|
By:
|
NEA
14 GP, LTD
General Partner
|
By: *
Scott
D. Sandell
Director
NEA
PARTNERS 14, L.P.
|
By:
|
NEA
14 GP, LTD
General Partner
|
By:
*
Scott
D. Sandell
Director
NEA
14 GP, LTD
By: *
Scott
D. Sandell
Director
CUSIP
No. 89237H100
|
13D
|
Page
6 of 8 Pages
|
*
M.
James Barrett
*
Peter
J. Barris
*
Forest
Baskett
*
Patrick
J. Kerins
*
Anthony
A. Florence, Jr.
*
David
M. Mott
*
Scott
D. Sandell
*
Peter
W. Sonsini
*
Ravi
Viswanathan
*/s/
Sasha Keough
Sasha
Keough
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Sasha
Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 89237H100
|
13D
|
Page
7 of 8 Pages
|
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough
and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact,
with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable
or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13
or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated
thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry
Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing
necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying
and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/
M. James Barrett
M.
James Barrett
/s/
Peter J. Barris
Peter
J. Barris
/s/
Forest Baskett
Forest
Baskett
/s/
Ali Behbahani
Ali
Behbahani
/s/
Colin Bryant
Colin
Bryant
/s/
Carmen Chang
Carmen
Chang
/s/
Anthony A. Florence, Jr.
Anthony
A. Florence, Jr.
/s/
Carol G. Gallagher
Carol
G. Gallagher
/s/
Dayna Grayson
Dayna
Grayson
/s/
Patrick J. Kerins
Patrick
J. Kerins
/s/
P. Justin Klein
P.
Justin Klein
CUSIP
No. 89237H100
|
13D
|
Page
8 of 8 Pages
|
/s/
Vanessa Larco
Vanessa
Larco
/s/
Joshua Makower
Joshua
Makower
/s/
Mohamad H. Makhzoumi
Mohamad
H. Makhzoumi
/s/
Edward T. Mathers
Edward
T. Mathers
/s/
David M. Mott
David
M. Mott
/s/
Sara M. Nayeem
Sara
M. Nayeem
/s/
Jason R. Nunn
Jason
R. Nunn
/s/
Gregory Papadopoulos
Gregory
Papadopoulos
/s/
Chetan Puttagunta
Chetan
Puttagunta
/s/
Jon Sakoda
Jon
Sakoda
/s/
Scott D. Sandell
Scott
D. Sandell
/s/
A. Brooke Seawell
A.
Brooke Seawell
/s/
Peter W. Sonsini
Peter
W. Sonsini
/s/
Melissa Taunton
Melissa
Taunton
/s/
Frank M. Torti
Frank
M. Torti
/s/
Ravi Viswanathan
Ravi
Viswanathan
/s/
Paul E. Walker
Paul
E. Walker
/s/
Rick Yang
Rick
Yang