UroGen Pharma Ltd. — Director's Dealing 2021

May 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UroGen Pharma Ltd. (URGN)
CIK: 0001668243
Period of Report: 2021-01-03

Reporting Person: Barrett Elizabeth A. (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-03	Ordinary Shares	M	8807	—	Acquired	237924	Direct
2021-01-31	Ordinary Shares	M	5000	—	Acquired	242924	Direct
2021-05-19	Ordinary Shares	F	2185	$17.5089	Disposed	240739	Direct
2021-05-19	Ordinary Shares	F	1240	$17.5089	Disposed	239499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-03	Restricted Stock Units	$	M	8807	Disposed		Ordinary Shares (8807)	Direct
2021-01-31	Restricted Stock Units	$	M	5000	Disposed		Ordinary Shares (5000)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one ordinary share of the Issuer.

F2: Represents shares sold to satisfy withholding tax obligations upon the settlement of RSUs.

F3: The reporting person was granted RSUs on January 3, 2019 representing 317,065 ordinary shares. 33.33% of the RSUs vested on January 3, 2020. 33.33% of the RSUs vested in equal monthly installments through January 3, 2021. The remaining 33.33% of the RSUs will vest on January 3, 2022.

F4: The reporting person was granted RSUs on January 31, 2020 representing 15,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2021.