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Form 4 UroGen Pharma Ltd. For: Jan 31 Filed by: Smith Jason Drew

February 2, 2023 1:04 PM EST
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 *
Smith Jason Drew

(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)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023
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 01/31/2023   M   833 A (1) 13,009 D  
Ordinary Shares 01/31/2023   S   409 (2) D $ 10.12 12,600 D  
Ordinary Shares 01/31/2023   M   2,500 A (1) 15,100 D  
Ordinary Shares 01/31/2023   S   1,227 (2) D $ 10.12 13,873 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) 01/31/2023   M     833   (3)   (3) Ordinary Shares 833 $ 0 834 D  
Restricted Stock Units (1) 01/31/2023   M     2,500   (4)   (4) Ordinary Shares 2,500 $ 0 5,000 D  
Restricted Stock Units (1) 01/31/2023   A   20,000     (5)   (5) Ordinary Shares 20,000 $ 0 20,000 D  
Employee Stock Option (right to buy) $ 10.39 01/31/2023   A   40,000     (6) 01/31/2033 Ordinary Shares 40,000 $ 0 40,000 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 RSUs on January 31, 2021 representing 2,500 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2022.
4. The reporting person was granted RSUs on January 31, 2022 representing 7,500 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2023.
5. 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2024, January 31, 2025 and January 31, 2026.
6. 1/3 of the shares underlying the stock options will vest on each of January 31, 2024, January 31, 2025 and January 31, 2026.
/s/ Jason D. Smith, Attorney-in-Fact 02/02/2023
** 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).
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.


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