ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2017

Sep 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2017-09-08

Reporting Person: Bencich John (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-08	Common Stock	M	454	$0.00	Acquired	1507	Direct
2017-09-08	Common Stock	F	149	$3.09	Disposed	1358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-08	Restricted Stock Unit (RSU)	$	M	454	Disposed		Common Stock (454)	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 withheld by the issuer to satisfy its income tax withholding obligations in connection with the net settlement of RSUs and does not represent a sale by the reporting person.

F3: Each restricted stock unit (RSU) 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 annually on the later of: (i) each anniversary of August 12, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.

F5: The RSUs expire 30 days from the date they vest.