Sec Form 4 Filing - Decheng Capital Global Life Sciences Fund IV, L.P. @ CG Oncology, Inc. - 2024-01-29

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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
Decheng Capital Global Life Sciences Fund IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
CG Oncology, Inc. [ CGON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
UGLAND HOUSE, PO BOX 309
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2024
(Street)
GRAND CAYMAN, E9KY1-1104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 01/29/2024 C 3,628,198 A 4,558,812 D ( 2 )
Common Stock 01/29/2024 P 400,000 A $ 19 400,000 I By Decheng Capital Global Healthcare Fund (Master), LP ( 3 )
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
Series C Preferred Stock ( 1 ) 01/29/2024 C 8,644,891 ( 1 ) ( 1 ) Common Stock 906,648 ( 1 ) 0 D ( 2 )
Series E Preferred Stock ( 1 ) 01/29/2024 C 21,547,685 ( 1 ) ( 1 ) Common Stock 2,259,851 ( 1 ) 0 D ( 2 )
Series F Preferred Stock ( 1 ) 01/29/2024 C 4,402,320 ( 1 ) ( 1 ) Common Stock 461,701 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Decheng Capital Global Life Sciences Fund IV, L.P.
UGLAND HOUSE, PO BOX 309
GRAND CAYMAN, E9KY1-1104
X
Decheng Capital Management IV (Cayman), LLC
UGLAND HOUSE, PO BOX 309
GRAND CAYMAN, E9KY1-1104
X
Decheng Capital Global Healthcare Fund (Master), LP
UGLAND HOUSE, PO BOX 309
GRAND CAYMAN, E9KY1-1104
X
Decheng Capital Global Healthcare GP, LLC
UGLAND HOUSE, PO BOX 309
GRAND CAYMAN, E9KY1-1104
X
Cui Xiangmin
UGLAND HOUSE, PO BOX 309
GRAND CAYMAN, E9KY1-1104
X
Signatures
Decheng Capital Global Life Sciences Fund IV, L.P., By Decheng Capital Management IV (Cayman), LLC, its General Partner, By /s/ Xiangmin Cui, Manager 01/31/2024
Signature of Reporting Person Date
Decheng Capital Management IV (Cayman), LLC, By /s/ Xiangmin Cui, Manager 01/31/2024
Signature of Reporting Person Date
Decheng Capital Global Healthcare Fund (Master), LP, By Decheng Capital Global Healthcare GP, LLC, its General Partner, By Decheng Capital SV LLC, its Manager, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager 01/31/2024
Signature of Reporting Person Date
Decheng Capital Global Healthcare GP, LLC, By Decheng Capital SV LLC, its Manager, By Decheng Capital LLC, its Manager, By /s/ Xiangmin Cui, Manager 01/31/2024
Signature of Reporting Person Date
/s/ Xiangmin Cui 01/31/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering.
( 2 )These securities are held directly by Decheng Capital Global Life Sciences Fund IV, L.P. ("Fund IV"). Decheng Capital Management IV (Cayman), LLC ("GP IV") is the general partner of Fund IV. Xiangmin Cui is the manager of GP IV. Each of Fund IV, GP IV and Dr. Cui may be deemed to beneficially own the securities held by Fund IV. Each of GP IV and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.
( 3 )These securities are held directly by Decheng Capital Global Healthcare Fund (Master), LP ("Healthcare"). Decheng Capital Global Healthcare GP, LLC ("Healthcare GP") is the general partner of Healthcare. Xiangmin Cui is the manager of Healthcare GP. Each of Healthcare GP and Dr. Cui may be deemed to beneficially own the securities held by Healthcare. Each of Healthcare GP and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

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