Sec Form 13G Filing - Wildcat Capital Management LLC filing for UROGEN PHARMA LTD (URGN) - 2021-02-12

 

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

 

 

SCHEDULE 13G

 

(Amendment No.  2)*

 

Under the Securities Exchange Act of 1934

 

UroGen Pharma Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

 

M96088105

(CUSIP Number)

 

December 31, 2020

(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 of 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 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, as amended (the “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).

 

 

CUSIP No. M96088105				13G	Page 2 of 17
1	NAME OF REPORTING PERSON   Wildcat Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 533,139 (See Item 4)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 533,139 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,139 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.41%(1)
12	TYPE OF REPORTING PERSON   IA

(1) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2020.

 

  

CUSIP No. M96088105				13G	Page 3 of 17
1	NAME OF REPORTING PERSON   Wildcat – Liquid Alpha, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 148,312
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 148,312
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,312
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.67%(2)
12	TYPE OF REPORTING PERSON   OO

(2) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 4 of 17
1	NAME OF REPORTING PERSON   Infinity Q Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 719,146 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 719,146 (See Item 4)
9	AGGREGATE AMOUNT BENEF ICIALLY OWNED BY EACH REPORTING PERSON 719,146 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.26%(3)
12	TYPE OF REPORTING PERSON   IA

(3) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 5 of 17
1	NAME OF REPORTING PERSON   Infinity Q Management Equity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 719,146 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 719,146 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,146 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.26%(4)
12	TYPE OF REPORTING PERSON   OO

(4) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 6 of 17
1	NAME OF REPORTING PERSON   Infinity Q Diversified Alpha Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 719,146 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 719,146 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,146 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.26%(5)
12	TYPE OF REPORTING PERSON   IV

(5) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 7 of 17
1	NAME OF REPORTING PERSON   Bonderman Family Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 533,139 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 533,139 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,139 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.41%(6)
12	TYPE OF REPORTING PERSON   PN

(6) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 8 of 17
1	NAME OF REPORTING PERSON   Leonard A. Potter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF  SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 1,252,285 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 1,252,285 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,252,285 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.67%(7)
12	TYPE OF REPORTING PERSON   IN

(7) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 9 of 17
1	NAME OF REPORTING PERSON   James Velissaris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 719,146 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 719,146 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,146 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.26%(8)
12	TYPE OF REPORTING PERSON   IN

(8) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

CUSIP No. M96088105				13G	Page 10 of 17
1	NAME OF REPORTING PERSON   Scott H. Lindell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐   (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 719,146 (See Item 4)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 719,146 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 719,146 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.26%(9)
12	TYPE OF REPORTING PERSON   IN

(9) The calculation assumes that there are a total of 22,093,054 ordinary shares, par value NIS 0.01 per share outstanding as of November 4, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, filed with the SEC on November 9, 2020.

 

 

Item 1(a). Name of Issuer:

 

UroGen Pharma Ltd (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

400 Alexander Park

Princeton, New Jersey 08540

 

Item 2(a). Name of Person Filing:

 

This Amendment No. 2 to Schedule 13G is being filed jointly on behalf of Wildcat Capital Management, LLC (“Wildcat”), Wildcat – Liquid Alpha, LLC (“WLA”), Infinity Q Capital Management, LLC (“IQCM”), Infinity Q Management Equity, LLC (“IQME”), Infinity Q Diversified Alpha Fund (“IQDA”), Bonderman Family Limited Partnership (“BFLP”), Leonard A. Potter, James Velissaris and Scott H. Lindell (each, a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k)(1) under the Act. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a “group” within the meaning of Section 13(d)(3) of the Act exists.

 

The agreement required by Rule 13d-1(k)(1)(iii) is filed as Exhibit 1 hereto and is incorporated by reference herein.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of Wildcat, IQCM, IQME, IQDA, Leonard A. Potter, James Velissaris and Scott H. Lindell is:

 

888 7^th Avenue, 37^th Floor

New York, New York 10106

 

The principal business address of each of BFLP and WLA is:

 

301 Commerce Street, Suite 3150

Fort Worth, Texas 76102

 

Item 2(c). Citizenship:

 

See responses to Item 4 on each cover page.

 

Item 2(d). Titles of Classes of Securities:

 

Ordinary Shares, par value NIS 0.01 per share (“Ordinary Shares”)

 

Item 2(e).  CUSIP Number: M96088105

 

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): 

 

	(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
	(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
	(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
	(j)	☐	Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
	(k)	☐	Group in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________

 

 

Item 4. Ownership

 

	(a)	Amount Beneficially Owned:
		WLA holds 148,312 shares of Ordinary Shares (the “WLA Shares”) and BFLP holds 384,827 shares of Ordinary Shares (the “BFLP Shares”). Wildcat may be deemed to beneficially own the WLA Shares and the BFLP Shares based on having voting power, which includes the power to vote or to direct the voting of such shares, and investment power, which includes the power to dispose, or direct the disposition of, such shares, pursuant to the terms of the WLA operating agreement and BFLP limited partnership agreement and an investment management agreement by and between Wildcat and each of WLA and BFLP, respectively.    IQDA holds 719,146 shares of Ordinary Shares (the “IQDA Shares”). IQCM may be deemed to beneficially own the IQDA Shares based on having voting power, which includes the power to vote or to direct the voting of such shares, and investment power, which includes the power to dispose, or direct the disposition of, such shares, pursuant to the terms of an investment management agreement by and between IQCM and Trust for Advised Portfolios on behalf of IQDA. Pursuant to the terms of the investment management agreement, IQDA (i) delegates investment power with respect to the IQDA Shares to IQCM and (ii) may direct IQCM to proscribe a particular investment, investment strategy or investment type. The investment management agreement can be terminated by either party upon 60 days’ prior written notice. As the members of IQCM, BFLP has the right to appoint one manager of IQCM and IQME has the right to appoint two managers of IQCM, and each of BFLP and IQME may be deemed to beneficially own the IQDA Shares. Mr. Velissaris is the sole manager of IQME. Because of the relationship of Mr. Velissaris to IQME, Mr. Velissaris may be deemed to beneficially own the IQDA Shares.   Mr. Potter is an officer and the sole member of Wildcat. Because of the relationship of Mr. Potter to Wildcat, Mr. Potter may be deemed to beneficially own the WLA Shares and the BFLP Shares.   Messrs. Potter, Velissaris and Lindell are co-managers of IQCM, Mr. Potter is the non-executive chairman of IQCM and Messrs. Velissaris and Lindell are each officers of IQCM. Because of the relationship of Messrs. Potter, Velissaris and Lindell to IQCM, each of Messrs. Potter, Velissaris and Lindell may be deemed to beneficially own the IQDA Shares.   IQCM is managed separately and operated independently of Wildcat. IQCM employs its own investment strategy and operates in accordance with its own investment mandate, including the independent exercise of voting and investment powers with respect to securities held directly by IQDA. Accordingly, each Reporting Person disclaims beneficial ownership of any Ordinary Shares beneficially owned by the other Reporting Persons except to the extent of their pecuniary interest therein.

 

	(b)	Percent of Class:
		See responses to Item 11 on each cover page.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:   See responses Item 5 on each cover page.
		(ii)	Shared power to vote or to direct the vote:   See responses to Item 6 on each cover page.
		(iii)	Sole power to dispose or to direct the disposition of:   See responses to Item 7 on each cover page.
		(iv)	Shared power to dispose or to direct the disposition of:   See responses to Item 8 on each cover page.

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.< /p>

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.  

 

See response to Item 4(a) above.

 

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 each party certifies that, to the best of his or its 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

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.

 

Dated: February 12, 2021

 

	Wildcat Capital Management, LLC
	By:	/s/ Leonard A. Potter
	Name:	Leonard A. Potter
	Title:	President
	Wildcat – Liquid Alpha, LLC
	By:	/s/ Sherri Conn
	Name:	Sherri Conn
	Title:	Vice President
	Infinity Q Capital Management, LLC
	By:	/s/ James Velissaris
	Name:	James Velissaris
	Title:	Chief Investment Officer
	Infinity Q Management Equity, LLC
	By:	/s/ James Velissaris
	Name:	James Velissaris
	Title:	Sole Manager
	Infinity Q Diversified Alpha Fund
	By: Infinity Q Capital Management, LLC
	By:	/s/ James Velissaris
	Name:	James Velissaris
	Title:	Chief Investment Officer
	Bonderman Family Limited Partnership
	By:	/s/ Sherri Conn
	Name:	Sherri Conn
	Title:	Vice President

 

 

	Leonard A. Potter
	By:	/s/ Leonard A. Potter
	Name:	Leonard A. Potter
	James Velissaris
	By:	/s/ James Velissaris
	Name:	James Velissaris
	Scott H. Lindell
	By:	/s/ Scott H. Lindell
	Name:	Scott H. Lindell

 

 

Exhibit Index

 

Exhibit 1

Agreement of Joint Filing by and among Wildcat Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter, James Velissaris and Scott H. Lindell, dated as of February 12, 2021, as required by Rule 13d-1(k)(1) under the Act.