Sec Form 13G Filing - SVB FINANCIAL GROUP (SIVBQ) filing for ACHIEVE LIFE SCIENCES INC (ACHV) - 2021-12-29

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.

  Names of Reporting Persons.

  SVB Financial Group

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  802,997

  Shared Voting Power:

  802,996⁽¹⁾

  Sole Dispositive Power:

  802,997

  Shared Dispositive Power:

  802,996⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,605,993⁽²⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.5%⁽³⁾

  Type of Reporting Person (See Instructions)

  HC-CO-IA

Consists of 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. and 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full exercise of contingent convertible debt. The exercise of such conversion is subject to (i) the maximum aggregate number of Common Stock issuable to the Reporting Persons or other conversion right holders (if any) not exceeding 1,889,763 shares of Common Stock, as such number may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after December 22, 2021 (the “Primary Conversion Limit”) and (ii) the maximum aggregate number of shares of the Issuer owned or held by SVB Financial Group beneficially and/or of record not exceeding 19.99% of the Issuer’s then-total issued and outstanding shares of Common Stock (the “Secondary Conversion Limit”).

Consists of 802,997 shares of Common Stock issuable to SVB Financial Group, 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P., and 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,453,542 shares of Common Stock outstanding at November 9, 2021 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 9, 2021, (ii) 802,997 shares of Common Stock issuable to SVB Financial Group, (iii) 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P., and (iv) 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. in each case upon the full exercise of contingent convertible debt.

  Names of Reporting Persons.

  SVB Innovation Credit Partners VIII, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  401,498⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  401,498⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  401,498⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.1%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Consists of 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,453,542 shares of Common Stock outstanding at November 9, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021 and (ii) 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P.

  Names of Reporting Persons.

  SVB Innovation Credit Fund VIII, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  401,498⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  401,498⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  401,498⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.1%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Consists of 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P. upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,453,542 shares of Common Stock outstanding at November 9, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021 and (ii) 401,498 shares of Common Stock issuable to SVB Innovation Credit Fund VIII, L.P.

  Names of Reporting Persons.

  SVB Innovation Credit Partners VIII-A, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  401,498⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  401,498⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  401,498⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.1%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Consists of 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,453,542 shares of Common Stock outstanding at November 9, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021 and (ii) 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. in each case upon the full exercise of contingent convertible debt.

  Names of Reporting Persons.

  Innovation Credit Fund VIII-A, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power:

  0

  Shared Voting Power:

  401,498⁽¹⁾

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  401,498⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  401,498⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.1%⁽²⁾

  Type of Reporting Person (See Instructions)

  PN

Consists of 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. upon the full exercise of contingent convertible debt, the exercise of which is subject to the Primary Conversion Limit and the Secondary Conversion Limit.

Based on (i) 9,453,542 shares of Common Stock outstanding at November 9, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021 and (ii) 401,498 shares of Common Stock issuable to Innovation Credit Fund VIII-A, L.P. in each case upon the full exercise of contingent convertible debt.

Name of Issuer:

Achieve Life Sciences, Inc.

Address of Issuer’s Principal Executive Offices

1040 West Georgia Street, Suite 1030

Vancouver, British Columbia, Canada V6E 4H1

Name of Person Filing

SVB Financial Group

SVB Innovation Credit Partners VIII, LLC

SVB Innovation Credit Fund VIII, L.P.

SVB Innovation Credit Partners VIII-A, LLC

Innovation Credit Fund VIII-A, L.P.

Address of Principal Business Office or, if none, Residence

SVB Financial Group

3003 Tasman Drive

Santa Clara, California

95054-1191

SVB Innovation Credit Partners VIII, LLC

2770 Sand Hill Road

Menlo Park, CA 94025

SVB Innovation Credit Fund VIII, L.P.

2770 Sand Hill Road

Menlo Park, CA 94025

SVB Innovation Credit Partners VIII-A, LLC

2770 Sand Hill Road

Menlo Park, CA 94025

Innovation Credit Fund VIII-A, L.P.

2770 Sand Hill Road

Menlo Park, CA 94025

Citizenship

Each of the Reporting Persons is a citizen of Delaware.

Title of Class of Securities

Common Stock

CUSIP Number

004468500

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:

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.