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

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ONCOGENEX PHARMACEUTICALS, INC. (OGXI)
CIK: 0000949858
Period of Report: 2016-03-14

Reporting Person: JACOBS CINDY (EVP, CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	M	12188	$0.00	Acquired	77107	Direct
2016-03-15	Common Stock	S	3254	$0.83	Disposed	73853	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Restricted Stock	$	M	1875	Disposed	2016-04-13	Common Stock (1875)	Direct
2016-03-14	Restricted Stock Unit (RSU)	$	M	2500	Disposed	2017-01-31	Common Stock (2500)	Direct
2016-03-14	Restricted Stock Unit (RSU)	$	M	3125	Disposed	2018-04-13	Common Stock (9375)	Direct
2016-03-14	Restricted Stock Unit (RSU)	$	M	4688	Disposed	2019-06-18	Common Stock (4688)	Direct
2016-03-14	Stock Option (right to buy)	$0.85	A	135000	Acquired	2026-03-14	Common Stock (135000)	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 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: Pursuant to the terms of the options, 50% of the total shares underlying the option vest on the achievement of certain milestones, and 50% vest in monthly installments over 24 months commencing one month from achievement of one of the milestones. The options will lapse in full if achievement of one of the milestones is not met on or before December 31, 2016.