UroGen Pharma (URGN) Form 3 UroGen Pharma / Ran Nussbaum 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^*

Nussbaum Ran

(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)

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

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	968,525	I	See Footnote(1)
Ordinary Shares	452,162	I	See Footnote(2)

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
Stock Option (right to buy)	(3)	07/27/2021	Ordinary Shares	2,211	5	I	See Footnote(1)
Stock Option (right to buy)	(3)	09/01/2022	Ordinary Shares	2,211	5	I	See Footnote(1)
Stock Option (right to buy)	(4)	12/27/2022	Ordinary Shares	32,723	5.94	I	See Footnote(1)
Stock Option (right to buy)	(5)	06/04/2028	Ordinary Shares	6,817	59.23	I	See Footnote(1)
Stock Option (right to buy)	(3)	07/27/2021	Ordinary Shares	1,030	5	I	See Footnote(2)
Stock Option (right to buy)	(3)	09/01/2022	Ordinary Shares	1,030	5	I	See Footnote(2)
Stock Option (right to buy)	(4)	12/27/2022	Ordinary Shares	15,276	5.94	I	See Footnote(2)
Stock Option (right to buy)	(5)	06/04/2028	Ordinary Shares	3,183	59.23	I	See Footnote(2)

Explanation of Responses:

1. The reportable securities are owned by Pontifax (Israel) III Limited Partnership ("Pontifax Israel") . The Reporting Person is a director of Pontifax Israel.

2. The reportable securities are owned by Pontifax Cayman III Limited Partnership ("Pontifax Cayman") . The Reporting Person is a director of Pontifax Cayman.

3. Fully vested.

4. 33.33% of the shares underlying the stock option vested on each of December 27, 2016, December 27, 2017 and December 27, 2018.

5. 25% of the shares underlying the stock option vested on each of September 4, 2018 and December 4, 2018 and the remaining shares will vest 25% on each of March 4, 2019 and June 4, 2019.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Peter Pfreundschuh, Attorney-in-Fact	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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