ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2014

Jun 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2014-06-05

Reporting Person: Smith David V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-05	Common Stock	M	2500	—	Acquired	4500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-05	Restricted Stock Unit (RSU)	$	M	2500	Disposed	2014-07-07	Common Stock (2500)	Direct
2014-06-05	Stock Option (right to buy)	$3.62	A	5000	Acquired	2024-06-05	Common Stock (5000)	Direct
2014-06-05	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: RSUs convert into common stock on a one-for-one basis.

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

F4: The options vest 100% on the earlier of June 5, 2015 or the date immediately prior to the issuer's next annual meeting of stockholders.

F5: The RSUs 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, if this date is when the issuer's trading window is closed, it will vest the first day thereafter which the issuer's trading window is open.

F6: The RSUs expire 30 days from the date they vest.