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)

8/13/2018
(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   8/13/2018     M    1486   (1) A $0.00   2282   (2) D    
Common Stock   8/13/2018     F    472   (3) D $2.78   (4) 1810   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)     (5) 8/13/2018     M         28   (6)     (7)   (8) Common Stock   28   $0.00   0   D    
Restricted Stock Unit (RSU)     (5) 8/13/2018     M         45   (9)     (10)   (8) Common Stock   45   $0.00   0   D    
Restricted Stock Unit (RSU)     (5) 8/13/2018     M         43   (11)     (12) 5/19/2019   Common Stock   43   $0.00   42   D    
Restricted Stock Unit (RSU)     (5) 8/13/2018     M         1370   (13)     (14) 8/1/2021   Common Stock   1370   $0.00   4110   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 May 23 2018, the Issuer effected a 1-for-10 split of its common stock (the "Stock Split") resulting in a decrease of the reporting person's ownership by 7,179 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)  The 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.
(5)  Each RSU represents a contingent right to receive one share of the issuer's common stock at settlement.
(6)  This RSU was previously reported as covering 284 shares, which number was adjusted to reflect the Stock Split.
(7)  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 January 1, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.
(8)  The RSUs expire 30 days from the date they vest.
(9)  This RSU was previously reported as covering 454 shares, which number was adjusted to reflect the Stock Split.
(10)  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 June 12, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.
(11)  This RSU was previously reported as covering 852 shares, which number was adjusted to reflect the Stock Split.
(12)  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 January 1, 2015 and (ii) the first day thereafter during which the issuer's trading window is open.
(13)  This RSU was previously reported as covering 54,800 shares, which number was adjusted to reflect the Stock Split.
(14)  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 8/15/2018
** 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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