SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Decheng Capital Global Life Sciences Fund IV, L.P.

(Last)

(First)

(Middle)

UGLAND HOUSE, PO BOX 309

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2024

3. Issuer Name and Ticker or Trading Symbol
CG Oncology, Inc. [ CGON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	930,612	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	906,646	⁽²⁾	D⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,259,851	⁽²⁾	D⁽¹⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	461,701	⁽²⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

Decheng Capital Global Life Sciences Fund IV, L.P.

(Last)

(First)

(Middle)

UGLAND HOUSE, PO BOX 309

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Decheng Capital Management IV (Cayman), LLC

(Last)

(First)

(Middle)

UGLAND HOUSE, PO BOX 309

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cui Xiangmin

(Last)

(First)

(Middle)

UGLAND HOUSE, PO BOX 309

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These reportable securities are held directly by Decheng Capital Global Life Sciences Fund IV, L.P. ("Fund IV"). Decheng Capital Management IV (Cayman), LLC ("GP IV") is the general partner of Fund IV. Xiangmin Cui is the manager of GP IV. Each of Fund IV, GP IV and Dr. Cui may be deemed to beneficially own the securities held by Fund IV. Each of GP IV and Dr. Cui disclaims beneficial ownership of these securities, except to the extent of its or his proportionate pecuniary interest therein.

2. 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. 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.

	Decheng Capital Global Life Sciences Fund IV, L.P., By Decheng Capital Management IV (Cayman), LLC, its General Partner, By /s/ Xiangmin Cui, Manager	01/24/2024
	Decheng Capital Management IV (Cayman), LLC, By /s/ Xiangmin Cui, Manager	01/24/2024
	/s/ Xiangmin Cui	01/24/2024
	** Signature of Reporting Person	Date
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 5 (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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