SEC Form 4 · accession 0001209191-16-108923
ACHIEVE LIFE SCIENCES, INC. · ACHV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Daniel Cormack
Officer — President and CEO · Director
Period of report
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000949858
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 14, 2016 | M | 25,000 | $0.00 | A | 136,942 | D | |
| Common StockF2 | Mar 15, 2016 | S | 12,033 | $0.83 | D | 124,909 | D | |
| Common Stock | holding | — | — | — | 68,743 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F3,F4 | — | Mar 14, 2016 | M | 4,687 | D | — | Apr 13, 2016 | Common Stock | 4,687 | 0 | D |
| Restricted Stock Unit (RSU)F3,F5 | — | Mar 14, 2016 | M | 4,688 | D | — | Jan 31, 2017 | Common Stock | 4,688 | 4,687 | D |
| Restricted Stock Unit (RSU)F3,F6 | — | Mar 14, 2016 | M | 6,250 | D | — | Apr 13, 2018 | Common Stock | 6,250 | 12,500 | D |
| Restricted Stock Unit (RSU)F3,F7 | — | Mar 14, 2016 | M | 9,375 | D | — | Jun 18, 2019 | Common Stock | 9,375 | 28,125 | D |
| Stock Option (right to buy)F8 | $0.85 | Mar 14, 2016 | A | 300,000 | A | — | Mar 14, 2026 | Common Stock | 300,000 | 300,000 | D |
| Stock Option (right to buy)F8 | $0.85 | Mar 14, 2016 | A | 135,000 | A | — | Mar 14, 2026 | Common Stock | 135,000 | 135,000 | I |
| Stock Option (right to buy)F9 | $7.25 | holding | — | — | — | — | May 12, 2016 | Common Stock | 4,130 | 4,130 | I |
| Stock Option (right to buy)F10 | $14.20 | holding | — | — | — | — | Jun 8, 2020 | Common Stock | 1,750 | 1,750 | I |
| Stock Option (right to buy)F11 | $16.83 | holding | — | — | — | — | Jan 3, 2021 | Common Stock | 28,820 | 28,820 | I |
| Stock Option (right to buy)F12 | $13.00 | holding | — | — | — | — | May 8, 2022 | Common Stock | 14,362 | 14,362 | I |
| Stock Option (right to buy)F13 | $11.95 | holding | — | — | — | — | Mar 12, 2023 | Common Stock | 20,000 | 20,000 | I |
| Restricted Stock UnitF3,F5 | — | holding | — | — | — | — | Jan 31, 2017 | Common Stock | 2,500 | 2,500 | I |
| Stock Option (right to buy)F14 | $11.79 | holding | — | — | — | — | Mar 14, 2024 | Common Stock | 25,000 | 25,000 | I |
| Restricted Stock Unit (RSU)F3,F6 | — | holding | — | — | — | — | Apr 13, 2018 | Common Stock | 6,250 | 6,250 | I |
| Restricted Stock Unit (right to buy)F3,F15,F16 | — | holding | — | — | — | — | — | Common Stock | 5,000 | 5,000 | I |
| Restricted Stock Unit (RSU)F3,F17,F16 | — | holding | — | — | — | — | — | Common Stock | 15,000 | 15,000 | I |
| Stock Option (right to buy)F18 | $1.86 | holding | — | — | — | — | May 19, 2025 | Common Stock | 37,500 | 37,500 | I |
| Restricted Stock Unit (RSU)F3,F7 | — | holding | — | — | — | — | Jun 18, 2019 | Common Stock | 14,062 | 14,062 | I |
Explanation of responses
- F1Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.
- F10The options were fully vested on May 26, 2011.
- F11The options were fully vested on January 3, 2015.
- F12The options were fully vested on January 1, 2016.
- F13The options vest in monthly installments over 48 months commencing one month from January 1, 2013.
- F14The options vest in monthly installments over 48 months commencing one month from January 1, 2014.
- F15Pursuant to the terms of the RSU, 100% of the total shares underlying the RSU vest on the later of (i) release of positive data from a clinical trial, and (ii) the first trading day thereafter on which the issuer's trading window is open.
- F16The RSUs expire 30 days from the date they vest.
- F17Pursuant 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.
- F18The options vest in monthly installments over 48 months commencing one month from January 1, 2015.
- F2Represents shares of common stock that have been sold by the issuer to satisfy the tax liability in connection with the settlement of RSUs.
- F3Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement.
- F4Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest on the later of: (i) each anniversary of January 1, 2012; and (ii) the first day thereafter during which the issuer's trading window is open.
- F5Pursuant 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, 2013; and (ii) the first day thereafter during which the issuer's trading window is open.
- F6Pursuant 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.
- F7Pursuant 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.
- F8Pursuant to the terms of the options, 50% of the total shares underlying the option vest on the achievement of certain milestones, and 50% vest in monthly installments over 24 months commencing one month from achievement of one of the milestones. The options will lapse in full if achievement of one of the milestones is not met on or before December 31, 2016.
- F9The options were fully vested on May 12, 2010.