Mullennix Stephen Form 3 UroGen Pharma / Stephen Mullennix 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Mullennix Stephen

(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)
COO

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)

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
Restricted Stock Unit	(1)	(1)	Ordinary Shares	12,500	(2)	D
Employee Stock Option (right to buy)	(3)	03/07/2028	Ordinary Shares	45,000	55.5	D
Restricted Stock Unit	(1)	(1)	Ordinary Shares	3,607	(2)	D
Employee Stock Option (right to buy)	(3)	10/28/2028	Ordinary Shares	20,000	39.1	D
Restricted Stock Unit	(1)	(1)	Ordinary Shares	5,000	(2)	D

Explanation of Responses:

1. 33.33% of the restricted stock units ("RSUs") will vest on February 14, 2019 and 8.33% of the remaining RSUs will vest in equal quarterly installments thereafter.

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

3. 33.33% of the shares underlying the stock option will vest on February 14, 2019 and 8.33% of the remaining shares will vest each in equal quarterly installments thereafter.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.