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^*

GOLDBERG MICHAEL M

(Last)

(First)

(Middle)

C/O MONTAUR CAPITAL PARTNERS

152 WEST 57TH STREET, 4TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2009

3. Issuer Name and Ticker or Trading Symbol
Urigen Pharmaceuticals, Inc. [ URGP.OB ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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, par value $0.001	564,230	D

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 B Prefered Stock	07/31/2007	07/31/2017⁽¹⁾	Common Stock	14,000,000	$0.1	I	See "Explanation of Responses"
Warrant	07/31/2007	08/01/2012	Common Stock	14,000,000	$0.125	I	See "Explanation of Responses"
Convertible Note	01/09/2009	10/09/2009	Common Stock	2,570,000	$0.1	I	See "Explanation of Responses"
Convertible Note	04/27/2009	10/09/2009	Common Stock	400,000	$0.1	I	See "Explanation of Responses"

Explanation of Responses:

1. There is no expiration of conversion right of the Series B Preferred Stock

Remarks:

All of the equity derivative securities listed under Table II are owned directly and beneficially by Platinum-Montaur Life Sciences, LLC. Dr. Goldberg is a Managing Director of Platinum-Montaur Life Sciences, LLC and may be deemed to be a beneficial owner of such securities. Dr. Goldberg disclaims beneficial ownership of the equity derivative securities listed under Table II and the common stock issuable upon exercise or conversion of such equity derivative securities, except to the extent of his pecuniary interest in Platinum-Montaur Life Sciences, LLC. This report shall not be deemed an admission that Dr. Goldberg is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Series B Preferred Stock, Warrant and Convertible Notes provide a limitation on the conversion or exercise, such that the number of shares of Common Stock that may be acquired by the holder upon conversion or exercise shall be limited to the extent necessary to ensure that following such conversion or exercise, the total number of shares of Common Stock then beneficially owned does not exceed 4.99% and 9.99% of the total number of issued and outstanding shares of Common Stock.

	/s/ MICHAEL M. GOLDBERG	08/12/2009
	** 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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