Sec Form 3 Filing - Song Hong Fang @ CG Oncology, Inc. - 2024-01-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Song Hong Fang 2. Issuer Name and Ticker or Trading Symbol CG Oncology, Inc. [ CGON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ROOM NOS., 4727-34,, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2024 (Street) WANCHAI, K30000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 350,771 D Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 656,839 I By Unique Diamond Investments Limited ( 2 ) ( 3 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 354,353 I By Unique Diamond Investments Limited ( 2 ) ( 3 ) Series E Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,930,176 I By Charming Jade Limited ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Song Hong Fang C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X X Unique Diamond Investments Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X Charming Jade Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X ORI Healthcare Fund, L.P. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X ORI Healthcare Fund II, L.P. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X ORI Capital Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X ORI Capital II Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X ORI Capital Holding Inc. C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X Healthcare Seed Ltd C/O ROOM NOS., 4727-34, SUN HUNG KAI CENTRE, 30 HARBOUR ROAD WANCHAI, K30000 X Signatures Unique Diamond Investments Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date Charming Jade Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date ORI Healthcare Fund, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner 01/24/2024 Signature of Reporting Person Date ORI Healthcare Fund II, L.P., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director of General Partner 01/24/2024 Signature of Reporting Person Date ORI Capital Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date ORI Capital II Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date ORI Capital Holding Inc., By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date Healthcare Seed Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director 01/24/2024 Signature of Reporting Person Date /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song 01/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. ( 2 )Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. ( 3 )Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. ( 4 )Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P.

Remarks: Exh ibit 24 - Power of Attorney.All share numbers reported in this Form 3 reflect a 1-for-9.535 reverse stock split for the Issuer's common stock, effected by the Issuer on January 16, 2024.

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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