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

May 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2015-05-19

Reporting Person: JACOBS CINDY (EVP, CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-19	Common Stock	M	7500	$0.00	Acquired	63419	Direct
2015-05-20	Common Stock	S	2092	$1.88	Disposed	61327	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-19	Restricted Stock Unit (RSU)	$	M	1875	Disposed	2016-01-31	Common Stock (1875)	Direct
2015-05-19	Restricted Stock Unit (RSU)	$	M	2500	Disposed	2017-01-31	Common Stock (2500)	Direct
2015-05-19	Restricted Stock Unit (RSU)	$	M	3125	Disposed	2018-04-13	Common Stock (3125)	Direct
2015-05-19	Restricted Stock Unit (RSU)	$	A	18750	Acquired	2019-06-18	Common Stock (18750)	Direct
2015-05-19	Stock Option (right to buy)	$1.86	A	37500	Acquired	2025-05-19	Common Stock (37500)	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: 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.

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, 2015; and (ii) the first day thereafter during which the issuer's trading window is open.

F8: The options vest in monthly installments over 48 months commencing one month from January 1, 2015.