Hong Fang Song - Jan 24, 2024 Form 3 Insider Report for CG Oncology, Inc. (CGON)

Role
Director, 10%+ Owner
Signature
Unique Diamond Investments Limited, By: /s/ Corleen Roche, Attorney-in-Fact for Hong Fang Song, Director
Stock symbol
CGON
Transactions as of
Jan 24, 2024
Transactions value $
$0
Form type
3
Date filed
1/24/2024, 09:01 PM
Next filing
Jan 31, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CGON Series B Preferred Stock Jan 24, 2024 Common Stock 351K Direct F1
holding CGON Series C Preferred Stock Jan 24, 2024 Common Stock 657K By Unique Diamond Investments Limited F1, F2, F3
holding CGON Series D Preferred Stock Jan 24, 2024 Common Stock 354K By Unique Diamond Investments Limited F1, F2, F3
holding CGON Series E Preferred Stock Jan 24, 2024 Common Stock 3.93M By Charming Jade Limited F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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:

Exhibit 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.