Ambaw Bellete Form 3 CG Oncology / Ambaw Bellete 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^*

Bellete Ambaw

(Last) (First) (Middle)

C/O CG ONCOLOGY, INC.

400 SPECTRUM CENTER DRIVE, SUITE 2040

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2024

3. Issuer Name and Ticker or Trading Symbol
CG Oncology, Inc. [ CGON ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and 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
Stock Option	(1)	05/25/2032	Common Stock	52,438	1.82	D
Stock Option	(2)	06/13/2033	Common Stock	432,311	3.72	D
Stock Option	(3)	06/13/2033	Common Stock	29,365	3.72	D
Stock Option	(4)	12/12/2033	Common Stock	52,438	12.59	D

Explanation of Responses:

1. The stock option vests as to 25% of the underlying shares on June 1, 2023, and as to the remaining of the underlying shares in 36 substantially similar monthly installments thereafter.

2. The stock option vests as to 25% of the underlying shares on July 9, 2024, and as to the remaining of the underlying shares in 36 substantially similar monthly installments thereafter.

3. The stock option vests at the closing of the Issuer's initial public offering.

4. The stock option vests in 48 substantially equal monthly installments beginning on January 13, 2024.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Corleen Roche, Attorney-in-Fact for Ambaw Bellete	01/24/2024
	** 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.
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