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

Jan 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACHIEVE LIFE SCIENCES, INC. (ACHV)
CIK: 0000949858
Period of Report: 2019-01-15

Reporting Person: Bencich John (CFO & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-15	Common Stock	M	28	$0.00	Acquired	1148	Direct
2019-01-15	Common Stock	F	9	$1.16	Disposed	1139	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-15	Restricted Stock Unit (RSU)	$	M	28	Disposed	2019-05-19	Common Stock (28)	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 and remittance 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 January 1, 2015 and (ii) the first day thereafter during which the issuer's trading window is open.