SEC Form 4 · accession 0001209191-18-046834
ACHIEVE LIFE SCIENCES, INC. · ACHV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Bencich
Officer — CFO & COO
Period of report
Aug 13, 2018
Accepted (ET)
Aug 15, 2018 · 4:52 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,F2 | Aug 13, 2018 | M | 1,443 | $0.00 | A | 1,578 | D | |
| Common StockF3,F4 | Aug 13, 2018 | F | 458 | $2.78 | D | 1,120 | 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 Unit (RSU)F6,F5,F7 | — | Aug 13, 2018 | M | 1,370 | D | — | Aug 1, 2021 | Common Stock | 1,370 | 4,110 | D |
| Restricted Stock Unit (RSU)F8,F5,F9,F10 | — | Aug 13, 2018 | M | 45 | D | — | — | Common Stock | 45 | 0 | D |
| Restricted Stock Unit (RSU)F11,F5,F12 | — | Aug 13, 2018 | M | 28 | D | — | May 19, 2019 | Common Stock | 28 | 28 | D |
Explanation of responses
- F1Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.
- F10The RSUs expire 30 days from the date they vest.
- F11This RSU was previously reported as covering 568 shares, which number was adjusted to reflect the Stock Split.
- F12Pursuant 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.
- F2On May 23, 2018, the Issuer effected a 1-for-10 split of its common stock (the "Stock Split") resulting in a decrease in the reporting person's ownership of 1,223 shares of common stock.
- F3Represents shares of common stock that have been sold 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.77 to $2.815 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock at settlement.
- F6This RSU was previously reported as covering 54,800 shares, which number was adjusted to reflect the Stock Split.
- 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 August 1, 2017 and (ii) the first day thereafter during which the issuer's trading window is open.
- F8This RSU was previously reported as covering 909 shares, which number was adjusted to reflect the Stock Split.
- F9Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest annually on the later of (i) each anniversary of August 12, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.