Sec Form 4 Filing - Smith Jason Drew @ UroGen Pharma Ltd. - 2022-01-31

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 Smith Jason Drew 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 (Last) (First) (Middle) 400 ALEXANDER PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2022 (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 01/31/2022 M 833 A 7,863 D Ordinary Shares 01/31/2022 S 414( 2 ) D $ 7.58 7,449 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 ) 01/31/2022 M 833 ( 3 ) ( 3 ) Ordinary Shares 833 $ 0 1,667 D Restricted Stock Units ( 1 ) 01/31/2022 A 7,500 ( 4 ) ( 4 ) Ordinary Shares 7,500 $ 0 7,500 D Stock Option (right to buy) $ 7.72 01/31/2022 A 30,000 ( 5 ) 01/31/2032 Ordinary Shares 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Jason Drew 400 ALEXANDER PARK DRIVE PRINCETON, NJ08540 General Counsel Signatures /s/ Jason D. Smith, Attorney-in-Fact 02/01/2022 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 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 )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. ( 5 )1/3 of the shares underlying the stock options will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025.

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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