ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2016

Jun 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2016-06-13

Reporting Person: JACOBS CINDY (EVP, CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-13	Common Stock	M	5000	$0.00	Acquired	78853	Direct
2016-06-13	Common Stock	S	1437	$1.0254	Disposed	77416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-13	Restricted Stock Unit (RSU)	$	M	5000	Disposed	2018-06-12	Common Stock (5000)	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: The price reported reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.01 to $1.045 per share, inclusive. The reporting person hereby undertakes to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 annually on the later of (i) each anniversary of June 12, 2014; and (ii) the first day thereafter during which the issuer's trading window is open, subject to the reporting person's provision of service to the issuer on each vesting date.