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

Mar 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2013-03-12

Reporting Person: Cormack Scott Daniel (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-12	Common Stock	M	4688	$0.00	Acquired	58922	Direct
2013-03-12	Common Stock	F	2134	$0.00	Disposed	56788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-12	Restricted Stock Unit (RSU)	$	M	4688	Disposed	2016-01-31	Common Stock (4688)	Direct
2013-03-12	Stock Option (right to buy)	$11.95	A	37500	Acquired	2023-03-12	Common Stock (37500)	Direct
2013-03-12	Restricted Stock Unit (RSU)	$	A	18750	Acquired	2017-01-31	Common Stock (18750)	Direct
2013-03-12	Restricted Stock Unit (RSU)	$	A	30000	Acquired	2014-07-31	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8092	Indirect
Common Stock	49340	Indirect

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 sale price of $11.90 per share on March 12, 2013.

F3: The reporting person and his spouse are the trustees and beneficiaries of the Trycor Investment Trust No. 1.

F4: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement.

F5: Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest on March 12, 2013 and then annually on the later of: (i) each anniversary of January 1, 2012; and (ii) the first day thereafter during which the issuer's trading window is open.

F6: The options vest in monthly installments over 48 months commencing one month from January 1, 2013.

F7: Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest annually on the later of (i) each anniversary of January 1, 2013; and (ii) the first day thereafter during which the issuer's trading window is open.

F8: 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.