Sec Form 4 Filing - Schoenberg Mark @ UroGen Pharma Ltd. - 2020-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schoenberg Mark 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 (Last) (First) (Middle) C/O UROGEN PHARMA LTD., 400 ALEXANDER PARK 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2020 (Street) PRINCETON, NJ08540 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/04/2020 M 1,042 A 17,918 D Ordinary Shares 03/04/2020 F 345 ( 2 ) D $ 29.5 17,573 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 03/04/2020 M( 3 ) 1,042 ( 4 ) ( 4 ) Ordinary Shares 1,042 $ 0 3,125 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schoenberg Mark C/O UROGEN PHARMA LTD. 400 ALEXANDER PARK PRINCETON, NJ08540 Chief Medical Officer Signatures /s/ Peter Pfreundschuh, Attorney-in-Fact 03/04/2020 Signature of Reporting Person Date

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 transaction reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 345 shares, with the reporting person's purchase of 1,960 ordinary shares of the Issuer at a price of $28.17 per share on November 19, 2019. The reporting person has paid to the Issuer $458.85, representing the full amount of the profit realized in connection with the short-swing transaction. ( 4 )On December 7, 2017, the reporting person was granted restricted stock units ("RSUs") representing 12,500 ordinary shares. 1/3rd of the RSUs vested on December 4, 2018, with the balance vesting in equal quarterly installments thereafter over a period of three years.

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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