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

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2014-03-14

Reporting Person: JACOBS CINDY (EVP, CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Common Stock	M	4375	$0.00	Acquired	30155	Direct
2014-03-17	Common Stock	S	1250	$12.25	Disposed	28905	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Restricted Stock Unit (RSU)	$	M	1875	Disposed	2016-01-31	Common Stock (1875)	Direct
2014-03-14	Restricted Stock Unit (RSU)	$	M	2500	Disposed	2017-01-31	Common Stock (2500)	Direct
2014-03-14	Stock Option (right to buy)	$11.79	A	25000	Acquired	2024-03-14	Common Stock (25000)	Direct
2014-03-14	Restricted Stock Unit (RSU)	$	A	12500	Acquired	2018-04-13	Common Stock (12500)	Direct
2014-03-14	Restricted Stock Unit (RSU)	$	A	25000	Acquired	2016-03-31	Common Stock (25000)	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 sold by the issuer to satisfy the tax liability in connection with the settlement of RSUs.

F3: Each restricted stock unit 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 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.

F5: 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.

F6: The options vest in monthly installments over 48 months commencing one month from January 1, 2014.

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, 2014; 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) the achievement of certain milestones for certain clinical trials, 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.