Sec Form 3 Filing - Bellete Ambaw @ CG Oncology, Inc. - 2024-01-24

FORM 3 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 Bellete Ambaw 2. Issuer Name and Ticker or Trading Symbol CG Oncology, Inc. [ CGON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O CG ONCOLOGY, INC., 400 SPECTRUM CENTER DRIVE, SUITE 2040 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2024 (Street) IRVINE, CA92618 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

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 Stock Option $ 1.82 ( 1 ) 05/25/2032 Common Stock 52,438 D Stock Option $ 3.72 ( 2 ) 06/13/2033 Common Stock 432,311 D Stock Option $ 3.72 ( 3 ) 06/13/2033 Common Stock 29,365 D Stock Option $ 12.59 ( 4 ) 12/12/2033 Common Stock 52,438 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bellete Ambaw C/O CG ONCOLOGY, INC. 400 SPECTRUM CENTER DRIVE, SUITE 2040 IRVINE, CA92618 President and COO Signatures /s/ Corleen Roche, Attorney-in-Fact for Ambaw Bellete 01/24/2024 Signature of Reporting Person Date

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.

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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