Amendment: SEC Form SCHEDULE 13D/A filed by UroGen Pharma Ltd.
$URGN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
UroGen Pharma Ltd. (Name of Issuer) |
Ordinary Shares, par value NIS 0.01 per share (Title of Class of Securities) |
M96088105 (CUSIP Number) |
Michael LaGatta, Partner & COO Monograph Capital Partners I, L.P., 4001 Kennett Pike Suite 302 Wilmington, DE, 19807 (208) 720-9157 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | M96088105 |
| 1 |
Name of reporting person
Monograph Capital Partners I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
838,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares (as defined in Item 1 below) issued and outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 12, 2025 (the "Form 10-Q").
SCHEDULE 13D
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| CUSIP No. | M96088105 |
| 1 |
Name of reporting person
Monograph Capital Partners I GenPar, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
838,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | M96088105 |
| 1 |
Name of reporting person
Monograph Capital Holdings Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
838,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | M96088105 |
| 1 |
Name of reporting person
Fred Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
838,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.
SCHEDULE 13D
|
| CUSIP No. | M96088105 |
| 1 |
Name of reporting person
Charles Conn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
838,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent calculation based on 46,107,451 shares of Ordinary Shares issued and outstanding as of May 5, 2025, as reported in the Form 10-Q.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per share | |
| (b) | Name of Issuer:
UroGen Pharma Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 Alexander Park Drive, Princeton,
NEW JERSEY
, 08540. | |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on August 4, 2023 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Ordinary Shares, par value NIS 0.01 per share (the "Ordinary Shares"), of UroGen Pharma Ltd., a company organized under the laws of the State of Israel (the "Issuer"). The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Monograph I owns directly (and therefore is deemed the beneficial owner of) 838,615 Ordinary Shares, which represents approximately 1.8% of the number of Ordinary Shares outstanding. | |
| (b) | Each of GenPar I, GovCo, Mr, Cohen and Mr. Conn may be deemed to share voting and investment power over the shares of Ordinary Shares owned by Monograph I because (i) Messrs. Cohen and Conn are managing members of GovCo, (ii) GovCo is the general partner of GenPar I and (iii) GenPar I is the general partner of Monograph I.
Mr. Cohen owns directly and has sole voting and investment power over 15,000 Ordinary Shares. | |
| (c) | From May 27 to June 6, 2025, the Reporting Persons sold a total of 733,712 Ordinary Shares, amounting to 1.6% of Ordinary Shares outstanding. As of such latter date, the Reporting Persons no longer beneficially own more than 5% of Ordinary Shares outstanding and accordingly are no longer subject to beneficial ownership reporting requirements with respect to the shares under Section 13 of the Securities Exchange Act of 1934, as amended.
All transactions in Ordinary Shares effected by the Reporting Persons during the past sixty days are listed in Schedule 1 hereto and incorporated herein by reference. | |
| (e) | As of June 5, 2025, the Reporting Persons no longer beneficially own more than five percent Ordinary Shares outstanding. | |
| Item 7. | Material to be Filed as Exhibits. | |
4. Schedule 1 - Transactions in Common Shares effected by the Reporting Persons. | ||
| SIGNATURE | |
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.
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Comments accompanying signature:
(1) Michael LaGatta is signing on behalf of Fred Cohen pursuant to a power of attorney dated August 1, 2023.
(2) Michael LaGatta is signing on behalf of Charles Conn pursuant to a power of attorney dated August 1, 2023. |