FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Xinos Jaime
2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2024
3. Issuer Name and Ticker or Trading Symbol
ACHIEVE LIFE SCIENCES, INC. [ACHV]
(Last)
(First)
(Middle)
22722 29TH DR SE, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

BOTHELL, WA 98021
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 26,293
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 08/01/2027 Common Stock 1,370 $ 578 D  
Stock Option (right to buy)   (2) 07/26/2028 Common Stock 1,000 $ 67.4 D  
Stock Option (right to buy)   (3) 09/20/2028 Common Stock 1,850 $ 51.2 D  
Stock Option (right to buy)   (4) 01/29/2029 Common Stock 2,000 $ 28.4 D  
Stock Option (right to buy)   (5) 01/28/2030 Common Stock 10,000 $ 11.2 D  
Stock Option (right to buy)   (6) 11/16/2030 Common Stock 12,000 $ 10.36 D  
Stock Option (right to buy)   (7) 01/26/2031 Common Stock 25,000 $ 13.09 D  
Stock Option (right to buy)   (8) 01/03/2032 Common Stock 22,500 $ 8.26 D  
Stock Option (right to buy)   (9) 01/25/2033 Common Stock 32,500 $ 4.9 D  
Stock Option (right to buy)   (10) 01/22/2034 Common Stock 21,000 $ 4.55 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xinos Jaime
22722 29TH DR SE
SUITE 100
BOTHELL, WA 98021
      Chief Commercial Officer  

Signatures

Sandra Thomson Attorney-in-Fact for Jaime Xinos 10/25/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The options are fully vested.
(2) The options are fully vested.
(3) The options are fully vested.
(4) The options are fully vested.
(5) The options are fully vested.
(6) The options are fully vested.
(7) The options vest 25% on the first anniversary of January 26, 2021 and thereafter in monthly installments over 36 months.
(8) The options vest one-third on the first anniversary of January 3, 2022 and thereafter in monthly installments over 24 months.
(9) The options vest one-third on the anniversary of January 25, 2023 and thereafter in monthly installments over 24 months.
(10) The options vest one-third on the first anniversary of January 22, 2024 and thereafter in monthly installments over 24 months.

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