| | UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| | Washington, D.C. 20549 | |
______________
SCHEDULE 13G
(Amendment No. 3 - Exit Filing)*
Under the Securities Exchange Act of 1934
UroGen Pharma Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M96088105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
__________________
*The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. M96088105 | 13G | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON Wildcat Capital Management, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
- 0 - |
| 6 | SHARED VOTING POWER
533,139 (See Item 4) |
| 7 | SOLE DISPOSITIVE POWER - 0 - |
| 8 | SHARED DISPOSITIVE POWER
533,139 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,139 (See Item 4) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%(1) |
| 12 | TYPE OF REPORTING PERSON
IA
|
| | | | | | |
| (1) | The calculation assumes that there are a total of 22,420,325 ordinary shares, par value NIS 0.01 per share outstanding as of November 3, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2021. |
| CUSIP No. M96088105 | 13G | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSON Wildcat – Liquid Alpha, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
- 0 - |
| 6 | SHARED VOTING POWER
148,312 |
| 7 | SOLE DISPOSITIVE POWER - 0 - |
| 8 | SHARED DISPOSITIVE POWER
148,312 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,312 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%(2) |
| 12 | TYPE OF REPORTING PERSON
OO
|
| | | | | | |
| (2) | The calculation assumes that there are a total of 22,420,325 ordinary shares, par value NIS 0.01 per share outstanding as of November 3, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 15, 2021. |
| CUSIP No. M96088105 | 13G | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSON Bonderman Family Limited Partnership |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
- 0 - |
| 6 | SHARED VOTING POWER
533,139 (See Item 4) |
| 7 | SOLE DISPOSITIVE POWER - 0 - |
| 8 | SHARED DISPOSITIVE POWER
533,139 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,139 (See Item 4) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%(3) |
| 12 | TYPE OF REPORTING PERSON
PN
|
| | | | | | |
| (3) | The calculation assumes that there are a total of 22,420,325 ordinary shares, par value NIS 0.01 per share outstanding as of November 3, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 15, 2021.
|
| CUSIP No. M96088105 | 13G | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSON Leonard A. Potter |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
- 0 - |
| 6 | SHARED VOTING POWER
533,139 (See Item 4) |
| 7 | SOLE DISPOSITIVE POWER - 0 - |
| 8 | SHARED DISPOSITIVE POWER
533,139 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,139 (See Item 4) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%(4) |
| 12 | TYPE OF REPORTING PERSON
IN
|
| | | | | | |
| (4) | The calculation assumes that there are a total of 22,420,325 ordinary shares, par value NIS 0.01 per share outstanding as of November 3, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 15, 2021. |
Item 1(a). Name of Issuer:
UroGen Pharma Ltd (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
400 Alexander Park
Princeton, New Jersey 08540
Item 2(a). Name of Person Filing:
This Amendment No. 3- Exit Filing to Schedule 13G is being filed jointly on behalf of Wildcat Capital Management, LLC (“Wildcat”), Wildcat – Liquid Alpha, LLC (“WLA”), Bonderman Family Limited Partnership (“BFLP”) and Leonard A. Potter (each, a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k)(1) under the Act. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a “group” within the meaning of Section 13(d)(3) of the Act exists.
The agreement required by Rule 13d-1(k)(1)(iii) is filed as Exhibit 1 hereto and is incorporated by reference herein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of Wildcat and Leonard A. Potter is:
888 7th Avenue, 37th Floor
New York, New York 10106
The principal business address of each of BFLP and WLA is:
301 Commerce Street, Suite 3150
Fort Worth, Texas 76102
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)
Item 2(e). CUSIP Number: M96088105
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(n):
| | (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| | | | |
| | (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| | | | |
| | (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| | | | |
| | (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| | | | |
| | (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| | | | |
| | (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| | | | |
| | (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| | | | |
| | (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| | | | |
| | (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| | | | |
| | (j) | ☐ | Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
| | | | |
| | (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
Item 4. Ownership
| | (a) | Amount Beneficially Owned: |
| | | |
| | | WLA holds 148,312 shares of Ordinary Shares (the “WLA Shares”) and BFLP holds 384,827 shares of Ordinary Shares (the “BFLP Shares”). Wildcat may be deemed to beneficially own the WLA Shares and the BFLP Shares based on having voting power, which includes the power to vote or to direct the voting of such shares, and investment power, which includes the power to dispose, or direct the disposition of, such shares, pursuant to the terms of the WLA operating agreement and BFLP limited partnership agreement and an investment management agreement by and between Wildcat and each of WLA and BFLP, respectively. Mr. Potter is an officer and the sole member of Wildcat. Because of the relationship of Mr. Potter to Wildcat, Mr. Potter may be deemed to beneficially own the WLA Shares and the BFLP Shares. Accordingly, each Reporting Person disclaims beneficial ownership of any Ordinary Shares beneficially owned by the other Reporting Persons except to the extent of their pecuniary interest therein. |
| (b) | Percent of Class: |
| See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See responses Item 5 on each cover page. |
| (ii) | Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. |
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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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 or Control Person.
See response to Item 4(a) above.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below each party certifies that, to the best of his or its 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, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| | Wildcat Capital Management, LLC |
| | |
| | By: | /s/ Leonard A. Potter | |
| | Name: | Leonard A. Potter |
| | Title: | President |
| | | |
| | |
| | Wildcat – Liquid Alpha, LLC |
| | |
| | By: | /s/ Sherri Conn | |
| | Name: | Sherri Conn |
| | Title: | Vice President |
| | | |
| | |
| | Bonderman Family Limited Partnership |
| | |
| | By: | /s/ Sherri Conn | |
| | Name: | Sherri Conn |
| | Title: | Vice President |
| | | |
| | Leonard A. Potter |
| | |
| | By: | /s/ Leonard A. Potter | |
| | Name: | Leonard A. Potter |
| | |
| | |
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing by and among Wildcat Capital Management, LLC, Wildcat – Liquid Alpha, LLC,, Bonderman Family Limited Partnership and Leonard A. Potter, dated as of February 14, 2022, as required by Rule 13d-1(k)(1) under the Act. |
