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ACHIEVE LIFE SCIENCES, INC. Director's Dealing 2016

Mar 16, 2016

33882_dirs_2016-03-16_64f59c84-98b5-48ea-8eac-56472641e076.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Cormack Scott Daniel (Director, President and CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-14 Common Stock M 25000 $0.00 Acquired 136942 Direct
2016-03-15 Common Stock S 12033 $0.83 Disposed 124909 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-03-14 Restricted Stock Unit (RSU) $ M 4687 Disposed 2016-04-13 Common Stock (4687) Direct
2016-03-14 Restricted Stock Unit (RSU) $ M 4688 Disposed 2017-01-31 Common Stock (4688) Direct
2016-03-14 Restricted Stock Unit (RSU) $ M 6250 Disposed 2018-04-13 Common Stock (6250) Direct
2016-03-14 Restricted Stock Unit (RSU) $ M 9375 Disposed 2019-06-18 Common Stock (9375) Direct
2016-03-14 Stock Option (right to buy) $0.85 A 300000 Acquired 2026-03-14 Common Stock (300000) Direct
2016-03-14 Stock Option (right to buy) $0.85 A 135000 Acquired 2026-03-14 Common Stock (135000) Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 68743 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $7.25 2016-05-12 Common Stock (4130) 4130 Indirect
Stock Option (right to buy) $14.20 2020-06-08 Common Stock (1750) 1750 Indirect
Stock Option (right to buy) $16.83 2021-01-03 Common Stock (28820) 28820 Indirect
Stock Option (right to buy) $13.00 2022-05-08 Common Stock (14362) 14362 Indirect
Stock Option (right to buy) $11.95 2023-03-12 Common Stock (20000) 20000 Indirect
Restricted Stock Unit $ 2017-01-31 Common Stock (2500) 2500 Indirect
Stock Option (right to buy) $11.79 2024-03-14 Common Stock (25000) 25000 Indirect
Restricted Stock Unit (RSU) $ 2018-04-13 Common Stock (6250) 6250 Indirect
Restricted Stock Unit (right to buy) $ Common Stock (5000) 5000 Indirect
Restricted Stock Unit (RSU) $ Common Stock (15000) 15000 Indirect
Stock Option (right to buy) $1.86 2025-05-19 Common Stock (37500) 37500 Indirect
Restricted Stock Unit (RSU) $ 2019-06-18 Common Stock (14062) 14062 Indirect

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.

F9: The options were fully vested on May 12, 2010.

F10: The options were fully vested on May 26, 2011.

F11: The options were fully vested on January 3, 2015.

F12: The options were fully vested on January 1, 2016.

F13: The options vest in monthly installments over 48 months commencing one month from January 1, 2013.

F14: The options vest in monthly installments over 48 months commencing one month from January 1, 2014.

F15: Pursuant to the terms of the RSU, 100% of the total shares underlying the RSU vest on the later of (i) release of positive data from a clinical trial, and (ii) the first trading day thereafter on which the issuer's trading window is open.

F16: The RSUs expire 30 days from the date they vest.

F17: 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.

F18: The options vest in monthly installments over 48 months commencing one month from January 1, 2015.