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

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2013-05-23

Reporting Person: Smith David V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-23	Common Stock	M	2000	$10.64	Acquired	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-23	Restricted Stock Unit (RSU)	$	M	0	Disposed	2013-06-21	Common Stock (2000)	Direct
2013-05-24	Stock Option (right to buy)	$10.73	A	5000	Acquired	2023-05-24	Common Stock (5000)	Direct
2013-05-24	Restricted Stock Unit (RSU)	$	A	2500	Acquired		Common Stock (2500)	Direct

Footnotes

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

F2: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

F3: The options vest 100% on the earlier of May 24, 2014 or the date immediately prior to the issuer's next annual meeting of stockholders.

F4: The restricted stock units vest 100% on the earlier of the first anniversary of the grant date or the date immediately prior to the issuer's next annual meeting of stockholders.

F5: The restricted stock units expire 30 days from the earlier of the first anniversary of the grant date or the date of the issuer's next annual meeting of stockholders.