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

FORM 4/A 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) 3000 SAND HILL ROAD, BLDG. 2, SUITE 110, 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2024 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 01/31/2024 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 P 400,000 A $ 19 4,958,810 D ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Decheng Capital Global Life Sciences Fund IV, L.P. 3000 SAND HILL ROAD, BLDG. 2, SUITE 110 MENLO PARK, CA94025 X Decheng Capital Management IV (Cayman), LLC 3000 SAND HILL ROAD, BLDG. 2, SUITE 110 MENLO PARK, CA94025 X Decheng Capital Global Healthcare Fund (Master), LP 3000 SAND HILL ROAD, BLDG. 2, SUITE 110 MENLO PARK, CA94025 X Decheng Capital Global Healthcare GP, LLC 3000 SAND HILL ROAD, BLDG. 2, SUITE 110 MENLO PARK, CA94025 X Cui Xiangmin C/O DECHENG CAPITAL 3000 SAND HILL ROAD, BLDG. 2, SUITE 110 MENLO PARK, CA94025 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 04/09/2024 Signature of Reporting Person Date Decheng Capital Management IV (Cayman), LLC, By /s/ Xiangmin Cui, Manager 04/09/2024 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 04/09/2024 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 04/09/2024 Signature of Reporting Person Date /s/ Xiangmin Cui 04/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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.

Remarks: This Form 4 amendment is being filed to correct the original Form 4 filed on January 31, 2024, which inadvertently omitted the purchase of Common Stock reported herein.

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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