SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Cohen Fred E (Last) (First) (Middle) C/O UROGEN PHARMA LTD. 9 HA?TA?ASIYA STREET (Street) RA?ANANA L3 4365007 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2019	3. Issuer Name and Ticker or Trading Symbol UroGen Pharma Ltd. [ URGN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 01/10/2019
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	05/15/2027	Ordinary Shares	40,000(2)	16.99(2)	D
Stock Option (right to buy)	(3)	06/04/2028	Ordinary Shares	10,000(2)	59.23(2)	D

Explanation of Responses:

1. 6.25% of the shares underlying the stock option vested on each of August 15, 2017, November 15, 2017 and February 15, 2018; 31.25% of the shares vested May 15, 2018 and the remaining shares will vest in equal quarterly installment commencing 3 months after May 15, 2018.

2. The information in column 3 and column 4 were inadvertently transposed on the initial Form 3 filing.

3. 25% of the shares underlying the stock option vested on each of September 4, 2018 and December 4, 2018 and the remaining shares will in two equal installments on March 4, 2019 and June 4, 2019.

Remarks:

	/s/ Peter Pfreundschuh, Attorney-in-Fact	01/15/2019
	** 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 5 (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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