Pontifax Amends UroGen Pharma Holdings Filing

TL;DR

Pontifax updated its UroGen Pharma stake filing, adding more group members.

AI Summary

Pontifax Management III G.P. (2011) Ltd. filed an amendment to its Schedule 13D on November 18, 2024, regarding its holdings in UroGen Pharma Ltd. The filing indicates a change in the group members associated with Pontifax, specifically listing Pontifax (Cayman) III, L.P., Pontifax (Israel) III, L.P., and Pontifax Management Fund III L.P. as group members. The date of the event requiring this filing was March 14, 2024.

Why It Matters

This amendment updates the list of entities within the Pontifax group that hold shares in UroGen Pharma, providing clarity on the reporting structure for these significant holdings.

Risk Assessment

Risk Level: low — This is an administrative amendment to a previous filing, not indicating new investment activity or a change in control.

Key Players & Entities

• Pontifax Management III G.P. (2011) Ltd. (company) — Filing entity
• UroGen Pharma Ltd. (company) — Subject company
• Pontifax (Cayman) III, L.P. (company) — Group member
• Pontifax (Israel) III, L.P. (company) — Group member
• Pontifax Management Fund III L.P. (company) — Group member
• Asaf Shinar (person) — Authorized contact

FAQ

Key Financial Figures

• $0.01 — lates to Ordinary Shares, par value NIS $0.01 per share (the “Ordinary Shares&r

Filing Documents

• ea0221303-13da1pontifax_uro.htm (SC 13D/A) — 87KB
• 0001213900-24-099322.txt ( ) — 88KB

of the Schedule 13D is hereby amended and restated in its entirety

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Statement on Schedule 13D/A relates to 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 (“UroGen”). The address of the principal executive office of UroGen is 400 Alexander Park, Princeton, NJ 08540. Item 2. Identity and Background . The information contained in “Item 2. Identity and Background” contained in the Schedule 13D is not being amended by this Schedule 13D/A. Item 3. Source and Amount of Funds or Other Consideration . The information contained in “Item 3. Source and Amount of Funds or Other Consideration” contained in the Schedule 13D is hereby being supplemented by this Schedule 13D/A as follows: Between November 6, 2018 and September 20, 2022, Pontifax (Cayman) III, L.P. and and Pontifax (Israel) III, L.P. exercised an aggregate of 20,519 and 43,962 options, respectivley. The funds used by Pontifax (Cayman) III, L.P. and Pontifax (Israel) III, L.P. to exercise the options and purchase the underlying shares came from their respective working capital. Item 4. Purpose of Transaction .

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Mr. Ran Nussbaum, is a managing partner of Pontifax Management III G.P. (2011) Ltd. and served as a member of the Board of the Issuer up until September 7, 2023. Consequently Mr. Nussbaum no longer has influence over the corporate activities of the Issuer. CUSIP No. 29014R103 13D PAGE 7 OF 9 Item 5. Interest in Securities of the Issuer .

of the Schedule 13D is hereby amended and restated in its entirety

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) – (b) The following sets forth the aggregate number and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof. Reporting Person Amount beneficially owned Percent of class Sole power to vote or direct the vote Shared power to vote or direct the vote Sole power to dispose or to direct the disposition of Shared power to dispose or to direct the disposition of Pontifax Management III G.P. (2011) Ltd. 1,485,168 1 4.4 % 4 0 1,485,168 0 1,485,168 Pontifax Management Fund III L.P 1,485,168 1 4.4 % 4 0 1,485,168 0 1,485,168 Pontifax (Cayman) III, L.P. 472,681 2 1.4 % 4 0 472,681 0 472,681 Pontifax (Israel) III, L.P. 1,012,487 3 3.0 % 4 0 1,012,487 0 1,012,487 1 Includes (i) 472,681 Ordinary Shares held by Pontifax (Cayman) III, L.P. and (ii) 1,012,487 Ordinary Shares held by Pontifax (Israel) III, L.P. Management III and Pontifax III each disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Item 5(a)-(b), except that Cayman III is the holder of record of 472,681 Ordinary Shares and Israel III is the holder of 1,012,487 Ordinary Shares. Management III is the general partner of Cayman III and Israel III. Ran Nussbaum and Tomer Kariv are the managing partners of each of Management III. As such, each of Pontifax III, Management III, Ran Nussbaum, and Tomer Kariv may be deemed to beneficially own shares of Common Stock of the III Funds. 2 Includes 472,681 Ordinary Shares held by Pontifax (Cayman) III, L.P. 3 Includes 1,012,487 Ordinary Shares held by