Pfreundschuh Peter P. Form 3 UroGen Pharma / PETER P. PFREUNDSCHUH 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

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1. Name and Address of Reporting Person^*

PFREUNDSCHUH PETER P.

(Last) (First) (Middle)

C/O UROGEN PHARMA LTD.

9 HA?TA?ASIYA STREET

(Street)

RA?ANANA L3 4365007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019

3. Issuer Name and Ticker or Trading Symbol
UroGen Pharma Ltd. [ URGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

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)
Ordinary Shares	1,000	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 Option (right to buy)	(1)	08/20/2028	Ordinary Shares	50,000	42.23	D
Restricted Stock Unit	(2)	(2)	Ordinary Shares	12,500	(3)	D

Explanation of Responses:

1. 33.33% of the shares underlying the stock option will vest on August 20, 2019 and 8.33% of the remaining shares will vest in equal quarterly installments thereafter.

2. 33.33% of the restricted stock units ("RSUs") will vest on August 20, 2019 and 8.33% of the remaining RSUs vest in equal quarterly installments thereafter.

3. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Peter Pfreundschuh	01/10/2019
	** 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).
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