ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2013

Aug 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2013-08-13

Reporting Person: Wyrick Susan D. (PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-13	Common Stock	M	1363	$0.00	Acquired	1363	Direct
2013-08-13	Common Stock	F	372	$0.00	Disposed	991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-13	Restricted Stock Unit (RSU)	$	M	688	Disposed	2016-07-29	Common Stock (688)	Direct
2013-08-13	Restricted Stock Unit (RSU)	$	M	675	Disposed	2014-04-30	Common Stock (675)	Direct

Footnotes

F1: Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.

F2: Represents shares of common stock that have been withheld by the issuer to satisfy the income tax withholding and remittance obligations in connection with the net settlement of the RSUs, based on the close price of $9.32 per share on August 12, 2013.

F3: Each RSU represents a contingent right to receive one share of the issuer's common stock at settlement.

F4: Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest on August 13, 2013 and then annually on the later of: (i) each anniversary of June 29, 2012; and (ii) the first day thereafter during which the issuer's trading window is open.

F5: Pursuant to the terms of the RSU, 100% of the total shares underlying the RSU vest on the later of (i) achievement of both the successful enrollment and release of data from certain clincial trails, and (ii) the first trading day thereafter on which the issuer's trading window is open, although less than 100% of the total shares may vest upon the achievement of certain, but not all, of the milestones.