4: Statement of changes in beneficial ownership of securities
Published on September 8, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACHIEVE LIFE SCIENCES, INC. [ ACHV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/04/2025 | M | 34,100(1) | A | $0 | 46,764 | D | |||
| Common Stock | 09/04/2025 | S | 14,070(2) | D | $2.77(3) | 32,694 | D | |||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Unit (PRSU)(4) | (5) | 09/04/2025 | M | 24,500 | (6) | 01/22/2028 | Common Stock | 24,500 | $0 | 0 | D | ||||
| Performance Restricted Stock Unit (PRSU)(7) | (5) | 09/04/2025 | M | 9,600 | (8) | 01/28/2035 | Common Stock | 9,600 | $0 | 38,400 | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II. |
| 2. Represents 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 the PRSUs. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.68 to $2.88 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. |
| 4. Represents PRSUs previously reported on January 24, 2024 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors. |
| 5. Each PRSU represents a contingent right to receive one share of the issuer's common stock at settlement. |
| 6. Pursuant to the terms of the award agreement governing the PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones. |
| 7. Represents PRSUs previously reported on January 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors. |
| 8. Pursuant to the terms of the award agreement governing the PRSU, the number of underlying shares of the Issuer's common stock that may ultimately vest ranges from 0% to 100% of the number of the PRSUs initially granted, subject to certain milestones being met during the measurement period. |
| /s/ Sandra Thomson as attorney-in-fact for Jerry Wan | 09/08/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.