ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2018

Aug 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2018-08-13

Reporting Person: JACOBS CINDY (EVP, CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-13	Common Stock	M	1486	$0.00	Acquired	2282	Direct
2018-08-13	Common Stock	F	472	$2.78	Disposed	1810	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-13	Restricted Stock Unit (RSU)	$	M	28	Disposed		Common Stock (28)	Direct
2018-08-13	Restricted Stock Unit (RSU)	$	M	45	Disposed		Common Stock (45)	Direct
2018-08-13	Restricted Stock Unit (RSU)	$	M	43	Disposed	2019-05-19	Common Stock (43)	Direct
2018-08-13	Restricted Stock Unit (RSU)	$	M	1370	Disposed	2021-08-01	Common Stock (1370)	Direct

Footnotes

F1: Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.

F2: On May 23 2018, the Issuer effected a 1-for-10 split of its common stock (the "Stock Split") resulting in a decrease of the reporting person's ownership by 7,179 shares of common stock.

F3: Represents shares of common stock that have been sold by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale by the reporting person.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.77 to $2.815 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: Each RSU represents a contingent right to receive one share of the issuer's common stock at settlement.

F6: This RSU was previously reported as covering 284 shares, which number was adjusted to reflect the Stock Split.

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, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.

F8: The RSUs expire 30 days from the date they vest.

F9: This RSU was previously reported as covering 454 shares, which number was adjusted to reflect the Stock Split.

F10: 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.

F11: This RSU was previously reported as covering 852 shares, which number was adjusted to reflect the Stock Split.

F12: 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.

F13: This RSU was previously reported as covering 54,800 shares, which number was adjusted to reflect the Stock Split.

F14: 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 1, 2017 and (ii) the first day thereafter during which the issuer's trading window is open.