SC 13G/A
1
Contrarian_Achieve_13GA.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Achieve Life Sciences, Inc.
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of Securities)
004468500
(CUSIP Number)
May 25, 2023
(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 13G/A Page 1
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
NUMBER OF SHARES 0 shares
BENEFICIALLY OWNED 6 Shared Voting Power
BY EACH 1,978,377 shares
REPORTING PERSON 7 Sole Dispositive Power
WITH 0 shares
8 Shared Dispositive Power
1,978,377 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
1,978,377 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
9.2%
12 Type of Reporting Person (See Instructions)
IV, Reporting Person is a private investment company
(1)This Schedule 13G/A 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 1,978,377
shares of Common Stock (1,318,918 shares of
Common Stock and 659,459 currently exercisable
warrants each exercisable for
one share of Common Stock) and
Contrarian Alpha, LP owns 120,000
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 21,589,821 shares
of Common Stock Issued and outstanding as
of May 25, 2023, as reported by the Issuer
in its Form 424B5 and Form 8-K, each filed May 25, 2023
and including the exercisable warrants
held by Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 2
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 SHARES 6 Shared Voting Power
BENEFICIALLY OWNED 120,000 shares
BY EACH REPORTING 7 Sole Dispositive Power
PERSON WITH 0 shares
8 Shared Dispositive Power
120,000 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
120,000 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
0.6%
12 Type of Reporting Person (See Instructions)
IV, Reporting Person is a private investment company
(1) This Schedule 13G/A 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 1,978,377 shares of
Common Stock (1,318,918 shares of Common Stock
and 659,459 currently exercisable warrants each
exercisable for one share of Common Stock) and
Contrarian Alpha, LP owns 120,000 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 21,589,821
shares of Common Stock Issued and outstanding as of
May 25, 2023, as reported by the Issuer
in its Form 424B5 and Form 8-K,
each filed May 25, 2023 and including the exercisable
warrants held by Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 3
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 SHARES 6 Shared Voting Power
BENEFICIALLY OWNED 1,978,377 shares
BY EACH REPORTING 7 Sole Dispositive Power
PERSON WITH 0 shares
8 Shared Dispositive Power
1,978,377 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
1,978,377 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
9.2%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1) This Schedule 13G/A 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 1,978,377 shares of
Common Stock (1,318,918 shares of Common Stock
and 659,459 currently exercisable warrants each
exercisable for one share of Common Stock) and
Contrarian Alpha, LP owns 120,000 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 21,589,821
shares of Common Stock Issued and outstanding as of
May 25, 2023, as reported by the Issuer in its
Form 424B5 and Form 8-K, each filed
May 25, 2023 and including the exercisable
warrants held by Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 4
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 SHARES 6 Shared Voting Power
BENEFICIALLY OWNED 120,000 shares
BY EACH REPORTING 7 Sole Dispositive Power
PERSON WITH 0 shares
8 Shared Dispositive Power
120,000 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
120,000 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
0.6%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1) This Schedule 13G/A 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 1,978,377 shares of
Common Stock (1,318,918 shares of Common Stock
and 659,459 currently exercisable warrants each
exercisable for one share of Common Stock) and
Contrarian Alpha, LP owns 120,000 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 21,589,821
shares of Common Stock Issued and outstanding
as of May 25, 2023, as reported by the
Issuer in its Form 424B5 and Form 8-K, each filed May 25, 2023
and including the exercisable warrants held by
Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 5
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 SHARES 6 Shared Voting Power
BENEFICIALLY OWNED 120,000 shares
BY EACH 7 Sole Dispositive Power
REPORTING PERSON 0 shares
WITH 8 Shared Dispositive Power
120,000 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
120,000 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
0.6%
12 Type of Reporting Person (See Instructions)
IA, Reporting Person is an investment adviser
(1) This Schedule 13G/A 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 1,978,377 shares of Common Stock
(1,318,918 shares of Common Stock and 659,459
currently exercisable warrants each exercisable for
one share of Common Stock) and Contrarian Alpha, LP
owns 120,000 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 21,589,821
shares of Common Stock Issued and outstanding as of
May 25, 2023, as reported by the Issuer
in its Form 424B5 and Form 8-K, each filed May 25, 2023
and including the exercisable warrants
held by Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 6
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 SHARES 6 Shared Voting Power
BENEFICIALLY OWNED 2,098,377 shares
BY EACH REPORTING 7 Sole Dispositive Power
PERSON WITH 0 shares
8 Shared Dispositive Power
2,098,377 shares
9 Aggregate Amount Beneficially Owned by each Reporting Person
2,098,377 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
9.7%
12 Type of Reporting Person (See Instructions)
IN, Reporting Person is an individual
(1) This Schedule 13G/A 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 1,978,377 shares of
Common Stock (1,318,918 shares of Common Stock
and 659,459 currently exercisable warrants each
exercisable for one share of Common Stock) and
Contrarian Alpha, LP owns 120,000 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 21,589,821
shares of Common Stock Issued and outstanding as
of May 25, 2023, as reported by the
Issuer in its Form 424B5 and Form 8-K, each filed May 25, 2023
and including the exercisable warrants held
by Contrarian Achieve SPV LP.
CUSIP No. 004468500 13G/A Page 7
AMENDMENT NO. 1 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed
with the Securities and Exchange Commission
by the Reporting Persons on November 28, 2022
with respect to the Common Stock of
the Issuer (the Schedule 13G).
Terms defined in the Schedule 13G are used
herein as so defined.
The following Items of the Schedule 13G are amended
and restated to read in their entirety as follows:
Item 4. Ownership.
Reference is hereby made to I
tems 5-9 and 11 of Pages 1-7 of this
Schedule 13G/A, which Items are incorporated
by reference herein.
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 13G/A Page 8
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: May 30, 2023
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
/s/ Parker Quillen
Name: Parker Quillen
CUSIP No. 004468500 13G/A Page 9
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/A (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: May 30, 2023
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)
