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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      
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
(Street)
SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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

SVB Innovation Credit Partners VIII, LLC
2770 SAND HILL ROAD
MENLO PARK, CA 94025

X

SVB Innovation Credit Fund VIII, L.P.
2770 SAND HILL ROAD
MENLO PARK, CA 94025

X

SVB Innovation Credit Partners VIII-A, LLC
2770 SAND HILL ROAD
MENLO PARK, CA 94025

X

Innovation Credit Fund VIII-A, L.P.
2770 SAND HILL ROAD
MENLO PARK, CA 94025

X


Signatures
/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 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 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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