Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Achieve Life Sciences, Inc.
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of Securities)
004468500
(CUSIP Number)
November 18, 2022
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 004468500 SCHEDULE 13G Page 2
1 Names of Reporting Persons
Contrarian Achieve SPV LP
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,318,918 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,318,918 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,318,918 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
7.369%
12 Type of Reporting Person (See Instructions)
IV, Reporting Person is a private investment company
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 3
1 Names of Reporting Persons
Contrarian Alpha, LP
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 48,955 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
48,955 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
48,955 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
3.712%
12 Type of Reporting Person (See Instructions)
IV, Reporting Person is a private investment company
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 4
1 Names of Reporting Persons
Contrarian Achieve GP LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,318,918 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,318,918 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,318,918 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
7.369%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 5
1 Names of Reporting Persons
Contrarian Alpha GP LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
New York
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 48,955 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
48,955 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
48,955 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
3.712%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 6
1 Names of Reporting Persons
Contrarian Alpha Management LLC
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
New York
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 48,955 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
48,955 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
48,955 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
3.712%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 7
1 Names of Reporting Persons
Parker Quillen
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(See instructions) (b) [X]
3 SEC USE ONLY
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
0 shares
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY 1,367,873 shares
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
0 shares
8 Shared Dispositive Power
1,367,873 shares
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,367,873 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row 9
7.643%
12 Type of Reporting Person (See Instructions)
IN, Reporting Person is an individual
(1)This Schedule 13G is being filed jointly by Contrarian Achieve SPV LP
(the SPV), Contrarian Achieve GP LLC, as general partner of the SPV
(the SPV GP), Contrarian Alpha, LP (the Fund), Contrarian Alpha GP, LLC,
as general partner to the Fund (the Fund GP), Contrarian Alpha Management, LLC,
as investment manager to the Fund (the Fund IM) and Parker Quillen as manager
of the SPV GP, Fund GP and Fund IM (together, the SPV, SPV GP, Fund,
Fund GP, Fund IM and Parker Quillen are the Reporting Persons).
Contrarian Achieve SPV LP owns 1,318,918 shares of Common Stock and
Contrarian Alpha, LP owns 48,955 shares of Common Stock. The SPV GP,
Fund GP, Fund IM and Parker Quillen are filing jointly with the SPV
and Fund as a result of their dispositive power over the shares from
their position with respect to the SPV and the Fund.
The calculation of the beneficial ownership of the Reporting
Persons is based on 17,897,029 shares of Common Stock
Issued and outstanding as of November 18, 2022, as reported by the
Issuer in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 as modified by that certain Current
Report on Form 8-K dated November 18, 2022.
CUSIP No. 004468500 SCHEDULE 13G Page 8
Item 1(a). Name of Issuer.
Achieve Life Sciences, Inc., a Delaware corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
1040 West Georgia Street, Suite 1030, Vancouver, BC, Canada V6E 4H1
Item 2(a). Name of Person Filing.
This Schedule 13G is being filed jointly by
Contrarian Achieve SPV LP (the SPV), Contrarian Achieve GP LLC,
as general partner of the SPV (the SPV GP), Contrarian Alpha, LP
(the Fund), Contrarian Alpha GP, LLC, as general partner to
the Fund (the Fund GP), Contrarian Alpha Management, LLC, as
investment manager to the Fund (the Fund IM) and Parker Quillen
as manager of the SPV GP, Fund GP and Fund IM (together, the SPV,
SPV GP, Fund, Fund GP, Fund IM and Parker Quillen are the Reporting
Persons).
Item 2(b). Address of Principal Business Office or, if none,
Residence.
22 Fieldview Lane, East Hampton, NY 11937
Item 2(c). Citizenship.
Contrarian Achieve SPV LP is a Delaware limited partnership
Contrarian Alpha, LP, is a Delaware limited partnership
Contrarian Achieve GP LLC, is a Delaware limited liability company
Contrarian Alpha GP, LLC, is a New York limited liability company
Contrarian Alpha Management, LLC, is a New York limited liability company
Parker Quillen is an American citizen
Item 2(d). Title of Class of Securities.
Common stock, $0.001 par value
Item 2(e). CUSIP Number.
004468500
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 004468500 SCHEDULE 13G Page 9
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(K) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of
institution: ______
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of Pages 2, 3, 4, 5, 6 and 7
of this Schedule 13G, which Items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a
Class.
Not applicable.
CUSIP No. 004468500 SCHEDULE 13G Page 10
Item 6. Ownership of More Than Five Percent on Beh
alf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, Parker Quillen certifies that, to
the best of his knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 004468500 SCHEDULE 13G Page 11
Signature
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: November 21, 2022
Contrarian Achieve SPV LP
Contrarian Achieve GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager of General Partner,
Contrarian Achieve GP LLC
Contrarian Achieve GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Contrarian Alpha, LP
Contrarian Alpha GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager of General Partner,
Contrarian Alpha GP LLC
Contrarian Alpha GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Contrarian Alpha Management LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Parker Quillen
/s/ Parker Quillen
________________________
Name: Parker Quillen
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13G (including additional amendments thereto) with
respect to the shares of Common Stock of Achieve Life Sciences, Inc.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Date: November 21, 2022
Contrarian Achieve SPV LP
Contrarian Achieve GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager of General Partner,
Contrarian Achieve GP LLC
Contrarian Achieve GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Contrarian Alpha, LP
Contrarian Alpha GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager of General Partner,
Contrarian Alpha GP LLC
Contrarian Alpha GP LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Contrarian Alpha Management LLC
/s/ Parker Quillen
________________________
By: Parker Quillen
its: Manager
Parker Quillen
/s/ Parker Quillen
________________________
Name: Parker Quillen
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)