UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

 

 (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(**) Based on 13,178,400 Ordinary Shares outstanding as of September 30, 2017 (as reported by the Issuer in Exhibit-99.1 of its Form 6-K filed with the Securities and Exchange Commission on November 14, 2017).

 

 

   

Item 1. (a)

Name of Issuer:

UroGen Pharma Ltd.

(b)	Address of Issuer's Principal Executive Offices:

9 Ha’Ta’asiya Street, Ra’anana 4365007, Israel

Item 2. (a)

Name of Person Filing:

Menora Mivtachim Holdings Ltd.

 

 

(b)

Address of Principal Business Office:

Menora Mivtachim Holdings Ltd. – Menora House, 115 Allenby St., Tel Aviv 61008, Israel

(c)

Citizenship or Place of Incorporation:

Menora Mivtachim Holdings Ltd. – Israel

(d)

Title of Class of Securities:

Ordinary Shares, par value NIS 0.01 per share

(e)

CUSIP Number:

M96088105

Item 3.

Not applicable.

Item 4.

Ownership:

(a)

Amount beneficially owned:

See row 9 of cover page of each reporting person.

The securities reported herein are beneficially owned as follows:

·

1,069,471 ordinary shares (representing 8.12% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Pensions and Gemel Ltd.;

·

244,139 ordinary shares (representing 1.85% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Insurance Ltd.; and

·

23,982 ordinary shares (representing 0.18% of the total ordinary shares outstanding) beneficially owned by Menora Mivtachim Vehistadrut Hamehandesim Nihul Kupot Gemel Ltd.

(b)

Percent of class:

See row 11 of cover page of each reporting person

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of cover page of each reporting person

(ii)

Shared power to vote or to direct the vote:

See row 6 of cover page of each reporting person and note in Item 4(a) above

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of cover page of each reporting person

(iv)

Shared power to dispose or to direct the disposition of:

See row 8 of cover page of each reporting person and note in Item 4(a) above

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another:

The beneficial ownership of the securities reported herein is described in Item 4(a).

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

December 11, 2017

 

 

Menora Mivtachim Pensions and Gemel Ltd. /s/ Jony Tal          /s/ Aharon Kalman By: Jony Tal        By: Aharon Kalman Title: CIO             Title:  CEO

 

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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of UroGen Pharma Ltd. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.  In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them.  This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

December 11, 2017