ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2015

May 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2015-05-20

Reporting Person: Smith David V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-20	Common Stock	M	2500	—	Acquired	7000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-20	Restricted Stock Unit (RSU)	$	M	2500	Disposed		Common Stock (2500)	Direct
2015-05-21	Stock Option (right to buy)	$1.89	A	5000	Acquired	2025-05-21	Common Stock (5000)	Direct
2015-05-21	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 RSUs expire 30 days from the date they vest.

F5: The options vest 100% on the earlier of May 21, 2016 or the date immediately prior to the issuer's next annual meeting of stockholders.

F6: 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 during which the issuer's trading window is open.