FORM 4 [ ] 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 * JACOBS CINDY 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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, CMO
(Last)         (First)         (Middle)
520 PIKE STREET, SUITE 2250
3. Date of Earliest Transaction (MM/DD/YYYY)
8/18/2020
(Street)
SEATTLE, WA 98101
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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
Common Stock  8/18/2020    M    69 (1) A $0.00  209 (2) D   
Common Stock  8/18/2020    F    33 (3) D $8.95  176  D   

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
Restricted Stock Unit (RSU)   (4) 8/18/2020    M        69 (5)   (6) 8/1/2021  Common Stock  69  $0.00  68  D   

Explanation of Responses:
(1)  Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.
(2)  On July 31, 2020, the Issuer effected a 1-for-20 split of its common stock (the "Stock Split") resulting in a decrease of the reporting person's ownership by 2,661 shares of common stock.
(3)  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 RSUs and does not represent a sale by the reporting person.
(4)  Each RSU represents a contingent right to receive one share of the issuer's common stock at settlement.
(5)  This RSU was initially reported as covering 54,800 shares and was adjusted on May 23, 2018 to reflect a 1-for-10 split, and which number has been adjusted to reflect the Stock Split.
(6)  Pursuant 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JACOBS CINDY
520 PIKE STREET
SUITE 2250
SEATTLE, WA 98101


EVP, CMO

Signatures
Sandra Thomson as attorney-in-fact for Cindy Jacobs 8/19/2020
**Signature of Reporting Person Date