ACHIEVE LIFE SCIENCES, INC. — Director's Dealing 2019

Jun 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2019-06-11

Reporting Person: ARMISTICE CAPITAL, LLC (10% Owner)
Reporting Person: Armistice Capital Master Fund Ltd. (10% Owner)
Reporting Person: Boyd Steven (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-11	Common Stock	S	29724	$4.39	Disposed	1066202	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1066202	Indirect
2019-06-11	Common Stock	S	21118	$4.29	Disposed	1045084	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1045084	Indirect
2019-06-11	Common Stock	S	31897	$3.30	Disposed	1013187	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1013187	Indirect
2019-06-11	Common Stock	P	12813	$3.80	Acquired	1026000	Direct
2019-06-11	Common Stock	P	0	—	Acquired	1026000	Indirect
2019-06-11	Common Stock	S	10000	$3.64	Disposed	1016000	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1016000	Indirect
2019-06-11	Common Stock	S	800	$3.61	Disposed	1015200	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1015200	Indirect
2019-06-11	Common Stock	S	5944	$3.38	Disposed	1009256	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1009256	Indirect
2019-06-11	Common Stock	S	2918	$3.17	Disposed	1006338	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1006338	Indirect
2019-06-11	Common Stock	S	2200	$3.02	Disposed	1004138	Direct
2019-06-11	Common Stock	S	0	—	Disposed	1004138	Indirect
2019-06-11	Common Stock	S	23362	$3.01	Disposed	980776	Direct
2019-06-11	Common Stock	S	0	—	Disposed	980776	Indirect
2019-06-11	Common Stock	S	11705	$3.00	Disposed	969071	Direct
2019-06-11	Common Stock	S	0	—	Disposed	969071	Indirect
2019-06-11	Common Stock	S	8082	$2.91	Disposed	960989	Direct
2019-06-11	Common Stock	S	0	—	Disposed	960989	Indirect
2019-06-11	Common Stock	S	64213	$2.66	Disposed	896776	Direct
2019-06-11	Common Stock	S	0	—	Disposed	896776	Indirect
2019-06-11	Common Stock	S	3000	$2.53	Disposed	893776	Direct
2019-06-11	Common Stock	S	0	—	Disposed	893776	Indirect
2019-06-11	Common Stock	S	50000	$2.57	Disposed	843776	Direct
2019-06-11	Common Stock	S	0	—	Disposed	843776	Indirect

Footnotes

F1: The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: This constitutes the weighted average purchase price. The prices range from $3.69 to $4.05. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.