SEC Form 4 · accession 0001209191-16-108931

ACHIEVE LIFE SCIENCES, INC. · ACHV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Cindy Jacobs

Officer — EVP, CMO

Period of report

Mar 14, 2016

Accepted (ET)

Mar 16, 2016 · 6:31 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 Stock^F1	Mar 14, 2016	M	12,188	$0.00	A	77,107	D
Common Stock^F2	Mar 15, 2016	S	3,254	$0.83	D	73,853	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock^F3,F4	—	Mar 14, 2016	M	1,875	D	—	Apr 13, 2016	Common Stock	1,875	0	D
Restricted Stock Unit (RSU)^F3,F5	—	Mar 14, 2016	M	2,500	D	—	Jan 31, 2017	Common Stock	2,500	2,500	D
Restricted Stock Unit (RSU)^F3,F6	—	Mar 14, 2016	M	3,125	D	—	Apr 13, 2018	Common Stock	9,375	6,250	D
Restricted Stock Unit (RSU)^F3,F7	—	Mar 14, 2016	M	4,688	D	—	Jun 18, 2019	Common Stock	4,688	14,062	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	D

Explanation of responses

F1Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.
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.