13G Filing: 683 Capital Partners and Tracon Pharmaceuticals Inc. (TCON)

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of September 18, 2017.

Item 1(a).

Name of Issuer:

Tracon Pharmaceuticals, Inc. (“Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

4350 La Jolla Village Drive, Suite 800, San Diego, CA 92122

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are:

·	683 Capital Management, LLC,

·	683 Capital Partners, LP and

·	Ari Zweiman.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address for each of the Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

Item 2(c).

Citizenship:

683 Capital Management, LLC is a Delaware limited liability company.  683 Capital Partners, LP is a Delaware limited partnership.  Ari Zweiman is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Common stock, $0.001 par value (the “Common Stock”)

Item 2(e).

CUSIP Number:

89237H100

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	Amount beneficially owned:

As of September 18, 2017, 683 Capital Partners, LP beneficially owned 895,000 shares of Common Stock.

683 Capital Management, LLC, as the Investment Advisor of 683 Capital Partners, LP, may be deemed to have beneficially owned the 895,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP.

Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 895,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC.

(b)	Percent of Class:

The following percentage is based on 16,655,917 shares of Common Stock outstanding as of August 4, 2017 as disclosed in the Issuer’s Form 10-Q filed with the SEC on August 8, 2017.

As of September 18, 2017, each of the Reporting Persons may be deemed to have beneficially owned approximately 5.4% of the outstanding shares of Common Stock.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its or his 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.

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:

September 28, 2017

683 CAPITAL MANAGEMENT, LLC*

By:  /s/ Ari Zweiman
             Ari Zweiman,
            Authorized Person

683 CAPITAL PARTNERS, LP*

By:  /s/ Ari Zweiman
             Ari Zweiman,
            Authorized Person

*The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Tracon Pharmaceuticals, Inc. dated as of September 28, 2017 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as amended.

Dated:

September 28, 2017

683 CAPITAL MANAGEMENT, LLC

By:   /s/ Ari Zweiman
              Ari Zweiman,
             Authorized Person

683 CAPITAL PARTNERS, LP

By:  /s/ Ari Zweiman
             Ari Zweiman,
           Authorized Person