SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Schoenberg Mark

(Last) (First) (Middle)
C/O UROGEN PHARMA LTD.
499 PARK AVENUE

(Street)
NEW YORK CITY NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UroGen Pharma Ltd. [ URGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 01/26/2020 M 833 A (1) 9,499 D
Ordinary Shares 01/27/2020 S(2) 322(3) D $29.15 9,177 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSUs) (1) 01/26/2020 M 833 (4) (4) Ordinary Shares 833 $0.00 1,667 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one ordinary share of the Issuer.
2. The transaction reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 322 shares, with the reporting person's purchase of 1,960 ordinary shares of the Issuer at a price of $28.17 per share on November 19, 2019. The reporting person has paid to the Issuer $315.56, representing the full amount of the profit realized in connection with the short-swing transaction.
3. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.
4. The reporting person was granted 2,500 Restricted Stock Units ("RSUs") on January 26, 2019. 33.33% of the RSUs vested on January 26, 2020 and 12.5% of the remaining RSUs will vest in eight equal quarterly installments thereafter.
Remarks:
/s/ Peter Pfreundschuh, Attorney-in-Fact 01/28/2020
** 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 4 (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.
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