Achaogen
Achaogen Inc (Form: 4, Received: 05/15/2018 18:35:52)
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 *

Wise Blake
2. Issuer Name and Ticker or Trading Symbol

Achaogen Inc [ AKAO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O ACHAOGEN, INC., 1 TOWER PLACE #300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2018
(Street)

SOUTH SAN FRANCISCO, CA 94080
(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   2/8/2018     A    27600   (1) A $0.00   91499   (2) (3) D    
Common Stock                  178416   I   See Footnote   (4)

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
Stock Option (Right to Buy)   $10.64   2/8/2018     A      22800         (5) 2/8/2028   Common Stock   22800   $0.00   22800   D    

Explanation of Responses:
(1)  Grant of Restricted Stock Units ("RSUs"). The reporting person is entitled to one (1) share of Common Stock for each one (1) RSU upon the vesting thereof.
(2)  Includes 67,300 Restricted Stock Units.
(3)  Amount adjusted to correct error in Form 4 filed on 8/23/2017. 1,254 shares of common stock were acquired under the Issuer's Employee Stock Purchase Plan on 5/31/17.
(4)  The shares are held directly by the Blake A. Wise Living Trust.
(5)  The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 8, 2018, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wise Blake
C/O ACHAOGEN, INC.
1 TOWER PLACE #300
SOUTH SAN FRANCISCO, CA 94080
X
Chief Executive Officer

Signatures
/s/ Gary Loeb, Attorney-in-fact for Blake Wise 5/15/2018
** 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.
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