SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Schoenberg Mark (Last) (First) (Middle) 400 ALEXANDER PARK DRIVE (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol UroGen Pharma Ltd. [ URGN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/31/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Ordinary Shares	01/31/2024		M		2,000	A	(1)	150,560	D
Ordinary Shares	01/31/2024		S		1,137(2)	D	$15.74	149,423	D
Ordinary Shares	01/31/2024		M		1,333	A	(1)	150,756	D
Ordinary Shares	01/31/2024		S		758(2)	D	$15.74	149,998	D
Ordinary Shares	01/31/2024		M		3,333	A	(1)	153,331	D
Ordinary Shares	01/31/2024		S		1,894(2)	D	$15.74	151,437	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	01/31/2024		M			2,000	(3)	(3)	Ordinary Shares	2,000	$0	0	D
Restricted Stock Units	(1)	01/31/2024		M			1,333	(4)	(4)	Ordinary Shares	1,333	$0	1,334	D
Restricted Stock Units	(1)	01/31/2024		M			3,333	(5)	(5)	Ordinary Shares	3,333	$0	6,667	D
Restricted Stock Units	(1)	01/31/2024		A		10,000		(6)	(6)	Ordinary Shares	10,000	$0	10,000	D

Explanation of Responses:

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

2. Represents shares sold to satisfy withholding tax obligations upon the settlement of restricted stock units.

3. The reporting person was granted RSUs on January 31, 2021 representing 6,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2022.

4. The reporting person was granted RSUs on January 31, 2022 representing 4,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2023.

5. The reporting person was granted RSUs on January 31, 2023 representing 10,000 ordinary shares. The RSUs will vest in three equal annual installments from January 31, 2024.

6. 1/3 of the shares underlying the restricted stock units will vest on each of January 31, 2025, January 31, 2026 and January 31, 2027.

	/s/ Jason D. Smith, Attorney-in-Fact	02/02/2024
	** Signature of Reporting Person	Date
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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