SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Swem Lee
(Last) (First) (Middle)
C/O ACHAOGEN, INC.
7000 SHORELINE COURT, #371
(Street)
SOUTH SAN FRANCISCO CA 94080
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2017 		3. Issuer Name and Ticker or Trading Symbol
Achaogen Inc [ AKAO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 34,708(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 09/25/2024 Common Stock 30,000 $8.04 D
Stock Option (Right to Buy) (3) 09/24/2025 Common Stock 20,000 $6.99 D
Stock Option (Right to Buy) (4) 02/26/2026 Common Stock 20,000 $3.65 D
Stock Option (Right to Buy) (5) 02/26/2026 Common Stock 22,500 $3.65 D
Stock Option (Right to Buy) (5) 09/23/2026 Common Stock 20,000 $4.34 D
Stock Option (Right to Buy) (6) 02/22/2027 Common Stock 40,000 $23.62 D
Stock Option (Right to Buy) (7) 02/22/2027 Common Stock 10,000 $23.62 D
Explanation of Responses:
1. Includes 22,230 Restricted Stock Units.
2. 25% of the shares subject to the option vested on August 21, 2015, and the remaining shares subject to the option vest in 36 successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
3. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of September 24, 2015, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
4. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 19, 2016, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
5. The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $12.00 per share; (ii) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $25.00 per share; and (iii) 20% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like.
6. The shares subject to the option vest in 48 successive, equal monthly installments on each monthly anniversary of February 22, 2017, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date.
7. The shares subject to the option shall vest on the following schedule: (i) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $30.00 per share; (ii) 40% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $40.00 per share; and (iii) 20% of the shares subject to the option will vest on the 30th consecutive date that the closing trading price of the Issuer's common stock first reaches or exceeds $55.00 per share, subject to the reporting person's continued employment or service relationship with the Issuer on each such vesting date and as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like.
/s/ Pattie Chiang, Attorney-in-Fact for Lee Swem 03/17/2017
** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.