Statement of Changes in Beneficial Ownership (4)
22 November 2022 - 10:07PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed 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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1. Name
and Address of Reporting Person * SVB FINANCIAL
GROUP |
2. Issuer Name and Ticker or Trading
Symbol ACHIEVE LIFE SCIENCES, INC. [ ACHV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
3003 TASMAN DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2022
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
Remarks:
This Form 4 is being filed by SVB Financial Group ("SVB
Financial"), SVB Innovation Credit Fund VIII, L.P. ("Fund VIII"),
SVB Innovation Credit Partners VIII, LLC ("Fund VIII GP" and,
together with Fund VIII, the "Fund VIII Entities"), Innovation
Credit Fund VIII-A, L.P. ("Fund VIII-A") and SVB Innovation Credit
Partners VIII-A, LLC ("Fund VIII-A GP" and, together with Fund
VIII-A, the "Fund VIII-A Entities"). SVB Financial, the Fund VIII
Entities and the Fund VIII-A Entities are referred to herein,
collectively, as the "Reporting Persons".
The Reporting Persons are no longer ten percent owners as a result
of the Issuer's issuance of 8,186,282 shares of common stock as
reported in the Issuer's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 18, 2022. As a
result, the Reporting Persons no longer are greater than ten
percent beneficial owners of the Issuer's common stock and thus are
no longer subject to Section 16. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SVB FINANCIAL GROUP
3003 TASMAN DRIVE
SANTA CLARA, CA 95054 |
|
X |
|
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SVB Innovation Credit Partners VIII, LLC
2770 SAND HILL ROAD
MENLO PARK, CA 94025 |
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X |
|
|
SVB Innovation Credit Fund VIII, L.P.
2770 SAND HILL ROAD
MENLO PARK, CA 94025 |
|
X |
|
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SVB Innovation Credit Partners VIII-A, LLC
2770 SAND HILL ROAD
MENLO PARK, CA 94025 |
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X |
|
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Innovation Credit Fund VIII-A, L.P.
2770 SAND HILL ROAD
MENLO PARK, CA 94025 |
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X |
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Signatures
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/s/ Karen Hon, Chief Accounting Officer, SVB
Financial Group |
|
11/22/2022 |
**Signature of Reporting
Person |
Date |
/s/ Andrew Olson, Chief Financial Officer of SVB
Innovation Credit Partners VIII, LLC |
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11/22/2022 |
**Signature of Reporting
Person |
Date |
/s/ Andrew Olson, Chief Financial Officer of SVB
Innovation Credit Partners VIII, LLC, general partner of SVB
Innovation Credit Fund VIII, L.P. |
|
11/22/2022 |
**Signature of Reporting
Person |
Date |
/s/ Andrew Olson, Chief Financial Officer of SVB
Innovation Credit Partners VIII-A, LLC |
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11/22/2022 |
**Signature of Reporting
Person |
Date |
/s/ Andrew Olson, Chief Financial Officer of SVB
Innovation Credit Partners VIII-A, LLC, general partner of
Innovation Credit Fund VIII-A, L.P. |
|
11/22/2022 |
**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 control number. |
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