UroGen Pharma Ltd. — Director's Dealing 2023

Feb 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UroGen Pharma Ltd. (URGN)
CIK: 0001668243
Period of Report: 2023-01-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-31	Ordinary Shares	M	5000	—	Acquired	313358	Direct
2023-01-31	Ordinary Shares	M	13333	—	Acquired	326691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-31	Restricted Stock Units	$	M	5000	Disposed		Ordinary Shares (5000)	Direct
2023-01-31	Restricted Stock Units	$	M	13333	Disposed		Ordinary Shares (13333)	Direct
2023-01-31	Restricted Stock Units	$	A	75000	Acquired		Ordinary Shares (75000)	Direct
2023-01-31	Employee Stock Option (right to buy)	$10.39	A	125000	Acquired	2033-01-31	Ordinary Shares (125000)	Direct
2023-01-31	Performance Stock Units	$	A	100000	Acquired		Ordinary Shares (100000)	Direct

Footnotes

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

F2: The reporting person was granted restricted stock units ("RSUs") on January 31, 2020 representing 15,000 ordinary shares. The RSUs vest in three equal annual installments from January 31, 2021.

F3: The reporting person was granted restricted stock units ("RSUs") on January 31, 2021 representing 40,000 ordinary shares. The RSUs vest in three equal annual installments from January 31, 2022.

F4: 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2024, January 31, 2025 and January 31, 2026.

F5: 1/3 of the shares underlying the stock options will vest on each of January 31, 2024, January 31, 2025 and January 31, 2026.

F6: Each performance stock unit ("PSU") represents a contingent right to receive one ordinary share of the Issuer.

F7: All shares underlying the performance stock units will vest upon achievement of a corporate milestone event.

F8: The performance stock units were approved by the Board of Directors of the Issuer on January 31, 2023. If the performance stock units are not ratified by the Issuer's shareholders at the Issuer's 2023 annual general meeting, the performance stock units will terminate.