SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wyrick Susan D.

(Last)

(First)

(Middle)

1522 217TH PLACE SE

SUITE 100

(Street)

BOTHELL

98021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONCOGENEX PHARMACEUTICALS, INC. [ OGXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PAO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/15/2013

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/19/2013⁽¹⁾		S⁽²⁾		194⁽³⁾	D	$8.68	481	D
Common Stock	10/01/2013⁽¹⁾		M		688⁽⁴⁾	A	$0.00	1,169	D
Common Stock	10/02/2013⁽¹⁾		S⁽⁵⁾		191⁽⁶⁾	D	$9.04	978	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽⁷⁾	10/01/2013⁽¹⁾		M			688	⁽⁸⁾	07/29/2016	Common Stock	688	$0.00	2,062	D

Explanation of Responses:

1. This amended Form 4 is filed to correct the transaction date, which was previously inadvertently reported as August 13, 2013.

2. This amended Form 4 is filed to correct the transaction code, which was previously inadvertently reported as "F". The sales reported on this amended Form 4 were made for the sole purpose of covering the reporting person's tax liability in connection with the settlement of RSUs on August 13, 2013, which transaction was previously reported.

3. This amended report is filed to correct the number of shares disposed of in connection with the sale of shares to satisfy the reporting person's tax liability in connection with the settlement of RSUs on August 13, 2013, which transaction was previously reported.

4. Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.

5. This amended Form 4 is filed to correct the transaction code, which was previously inadvertently reported as "F". The sales reported on this amended Form 4 were made for the sole purpose of covering the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.

6. This amended report is filed to correct the number of shares disposed of in connection with the sale of shares to satisfy the reporting person's tax liability in connection with the settlement of the RSUs listed in Table II.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement.

8. Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest annually on the later of (i) each anniversary of June 29, 2012 and (ii) the first day thereafter during which the issuer's trading window is open.

Remarks:

	Sandra Thomson as attorney-in-fact for Susan Wyrick	10/03/2013
	** 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).
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