Mark Schoenberg Form 4 UroGen Pharma / Mark Schoenberg ownership change

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)

400 ALEXANDER PARK DRIVE

(Street)

PRINCETON NJ 08540

(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)
01/31/2022

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	01/31/2022		M		500	A	(1)	22,595	D
Ordinary Shares	01/31/2022		S		275(2)	D	$7.58	22,320	D
Ordinary Shares	01/31/2022		M		2,000	A	(1)	24,320	D
Ordinary Shares	01/31/2022		S		1,099(2)	D	$7.58	23,221	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	(1)	01/31/2022		M			500	(3)	(3)	Ordinary Shares	500	$0.00	2,000	D
Stock Option (right to buy)	$7.72	01/31/2022		A		12,064		(4)	01/31/2032	Ordinary Shares	12,064	$0.00	12,064	D
Restricted Stock Units	(1)	01/31/2022		A		4,000		(5)	(5)	Ordinary Shares	0	$0.00	4,000	D
Restricted Stock	(1)	01/31/2022		M			2,000	(6)	(6)	Ordinary Shares	2,000	$0.00	4,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer

2. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.

3. The reporting person was granted restricted stock units ("RSUs") on January 31, 2020 representing 6,000 ordinary shares. 33.33% of the RSUs vested on January 31, 2021 and 8.33% of the remaining RSUs vest in equal quarterly installments thereafter.

4. 1/3 of the shares underlying the stock options will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025

5. 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025

6. The reporting person was granted RSUs on January 31, 2021 representing 6,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2022.

Remarks:

	/s/ Jason Smith, Attorney-in-Fact	02/01/2022
	** 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).
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