SEC Form 4 · accession 0001193125-26-324253
ACHIEVE LIFE SCIENCES, INC. · ACHV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $6.18 | Jul 27, 2026 | A | 25,000 | A | — | Jul 27, 2036 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock Unit (RSU)F2,F3 | — | Jul 27, 2026 | A | 16,700 | A | — | Jul 27, 2036 | Common Stock | 16,700 | 16,700 | D |
Explanation of responses
- F1The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
- F2Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.
- F3Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
Remarks
Dr. Royston is a member of venBio Global Strategic GP V, LLC, which is the general partner of venBio Global Strategic Fund V, L.P. ("venBio V"), and is a member of the board of directors of the Issuer. These options and RSUs are held by Dr. Royston for the benefit of venBio V. Pursuant to policies of venBio Partners, the manager of venBio V, with respect to director compensation, upon the exercise of these options, the vesting and settlement of these RSUs, and the sale of the underlying securities, the proceeds will be remitted to venBio V. Dr. Royston disclaims beneficial ownership over the shares underlying the options and RSUs held for the benefit of venBio V except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or any other purpose.