UroGen Pharma Ltd. — Director's Dealing 2021

Feb 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UroGen Pharma Ltd. (URGN)
CIK: 0001668243
Period of Report: 2021-02-02

Reporting Person: Schoenberg Mark (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-31	Ordinary Shares	M	2000	—	Acquired	21831	Direct
2021-01-31	Ordinary Shares	S	1076	$22.07	Disposed	20755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-31	Restricted Stock Units	$	M	2000	Disposed		Ordinary Shares (2000)	Direct
2021-01-31	Stock Option (right to buy)	$22.07	A	21000	Acquired	2031-01-31	Ordinary Shares (21000)	Direct
2021-01-31	Restricted Stock Units	$	A	6000	Acquired		Ordinary Shares (6000)	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 restricted stock units.

F3: The reporting person was granted restricted stock units ("RSUs") on January 31, 2020 representing 6,000 ordinary shares. 33.33% of the RSUs vested on January 31, 2021 and 8.33% of the remaining RSUs vest in equal quarterly installments thereafter.

F4: 1/3 of the shares underlying the stock options will vest on each of January 31, 2022, January 31, 2023 and January 31, 2024

F5: 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2022, January 31, 2023 and January 31, 2024