ACHIEVE LIFE SCIENCES, INC. — Major Shareholding Notification 2017

Aug 11, 2017

SC 13G 1 d435985dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

ACHIEVE LIFE SCIENCES, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004468 104

(CUSIP Number)

August 1, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 6 Pages

CUSIP No. 004468 104

1	N AMES OF R EPORTING P ERSONS Ronald Martell
2	C HECK THE A PPROPRIATE B OX IF A M EMBER OF A G ROUP (S EE I NSTRUCTIONS ) ( A ) ☐ ( B ) ☐
3	SEC U SE O NLY
4	C ITIZENSHIP OR P LACE OF O RGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	S OLE V OTING P OWER 833,947
	6	S HARED V OTING P OWER 0
	7	S OLE D ISPOSITIVE P OWER 833,947
	8	S HARED D ISPOSITIVE P OWER 0
9	A GGREGATE A MOUNT B ENEFICIALLY O WNED BY E ACH R EPORTING P ERSON 833,947
10	C HECK IF THE A GGREGATE A MOUNT IN R OW (9)
E XCLUDES C ERTAIN S HARES (S EE I NSTRUCTIONS )
11	P ERCENT OF C LASS R EPRESENTED BY A MOUNT IN R OW (9) 7.6% (1)
12	T YPE OF R EPORTING P ERSON (S EE I NSTRUCTIONS ) IN

(1) Percentage based on approximately 10,946,827 shares of the Issuer’s common stock outstanding as of August 1, 2017 based on information provided to the Reporting Person by the Issuer.

Page 3 of 6 Pages

Item 1.

(a) Name of Issuer

Achieve Life Sciences, Inc.

(b) Address of Issuer’s Principal Executive Offices

19820 North Creek Parkway

Bothell, Washington 98011

Item 2.

(a) Name of Person Filing

Ronald Martell (the “Reporting Person”)

(b) Address of Principal Business office or, if None, Residence

c/o Paul Hastings LLP

101 California Street

Forty-Eighth Floor

San Francisco, CA 94111

(c) Citizenship

The Reporting Person is an individual and has United States citizenship.

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

004468 104

ITEM 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

Page 4 of 6 Pages

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4. Ownership.

(a) Amount beneficially owned: 833,947

(b) Percent of class: 7.6%(1)

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 833,947

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 833,947

(iv) Shared power to dispose or to direct the disposition of: 0

(1) Percentage based on approximately 10,946,827 shares of the Issuer’s common stock outstanding as of August 1, 2017 based on information provided to the Reporting Person by the Issuer.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

N/A

ITEM 8. Identification and Classification of Members of the Group.

N/A

ITEM 9. Notice of Dissolution of Group.

N/A

Page 5 of 6 Pages

ITEM 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 11, 2017

/s/ Ronald Martell
Ronald Martell