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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Cormack Scott Daniel
(Last) (First) (Middle)
400-1001 W. BROADWAY
(Street)
VANCOUVER A1 V6H 4B1
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2016
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 03/14/2016 M 25,000(1) A $0.00 136,942 D
Common Stock 03/15/2016 S 12,033(2) D $0.83 124,909 D
Common Stock 68,743 I By Spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) (3) 03/14/2016 M 4,687 (4) 04/13/2016 Common Stock 4,687 $0.00 0 D
Restricted Stock Unit (RSU) (3) 03/14/2016 M 4,688 (5) 01/31/2017 Common Stock 4,688 $0.00 4,687 D
Restricted Stock Unit (RSU) (3) 03/14/2016 M 6,250 (6) 04/13/2018 Common Stock 6,250 $0.00 12,500 D
Restricted Stock Unit (RSU) (3) 03/14/2016 M 9,375 (7) 06/18/2019 Common Stock 9,375 $0.00 28,125 D
Stock Option (right to buy) $0.85 03/14/2016 A 300,000 (8) 03/14/2026 Common Stock 300,000 $0.00 300,000 D
Stock Option (right to buy) $7.25 (9) 05/12/2016 Common Stock 4,130 4,130 I By Spouse
Stock Option (right to buy) $14.2 (10) 06/08/2020 Common Stock 1,750 1,750 I By Spouse
Stock Option (right to buy) $16.83 (11) 01/03/2021 Common Stock 28,820 28,820 I By Spouse
Stock Option (right to buy) $13 (12) 05/08/2022 Common Stock 14,362 14,362 I By Spouse
Stock Option (right to buy) $11.95 (13) 03/12/2023 Common Stock 20,000 20,000 I By Spouse
Restricted Stock Unit (3) (5) 01/31/2017 Common Stock 2,500 2,500 I By Spouse
Stock Option (right to buy) $11.79 (14) 03/14/2024 Common Stock 25,000 25,000 I By Spouse
Restricted Stock Unit (RSU) (3) (6) 04/13/2018 Common Stock 6,250 6,250 I By Spouse
Restricted Stock Unit (right to buy) (3) (15) (16) Common Stock 5,000 5,000 I By Spouse
Restricted Stock Unit (RSU) (3) (17) (16) Common Stock 15,000 15,000 I By Spouse
Stock Option (right to buy) $1.86 (18) 05/19/2025 Common Stock 37,500 37,500 I By Spouse
Restricted Stock Unit (RSU) (3) (7) 06/18/2019 Common Stock 14,062 14,062 I By Spouse
Stock Option (right to buy) $0.85 03/14/2016 A 135,000 (8) 03/14/2026 Common Stock 135,000 $0.00 135,000 I By Spouse
Explanation of Responses:
1. Represents shares of common stock acquired upon settlement of the restricted stock units ("RSUs") listed in Table II.
2. Represents shares of common stock that have been sold by the issuer to satisfy the tax liability in connection with the settlement of RSUs.
3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement.
4. Pursuant to the terms of the RSU, 25% of the total shares underlying the RSU vest on the later of: (i) each anniversary of January 1, 2012; and (ii) the first day thereafter during which the issuer's trading window is open.
5. 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 January 1, 2013; and (ii) the first day thereafter during which the issuer's trading window is open.
6. 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 January 1, 2014; and (ii) the first day thereafter during which the issuer's trading window is open.
7. 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 January 1, 2015; and (ii) the first day thereafter during which the issuer's trading window is open.
8. Pursuant to the terms of the options, 50% of the total shares underlying the option vest on the achievement of certain milestones, and 50% vest in monthly installments over 24 months commencing one month from achievement of one of the milestones. The options will lapse in full if achievement of one of the milestones is not met on or before December 31, 2016.
9. The options were fully vested on May 12, 2010.
10. The options were fully vested on May 26, 2011.
11. The options were fully vested on January 3, 2015.
12. The options were fully vested on January 1, 2016.
13. The options vest in monthly installments over 48 months commencing one month from January 1, 2013.
14. The options vest in monthly installments over 48 months commencing one month from January 1, 2014.
15. Pursuant to the terms of the RSU, 100% of the total shares underlying the RSU vest on the later of (i) release of positive data from a clinical trial, and (ii) the first trading day thereafter on which the issuer's trading window is open.
16. The RSUs expire 30 days from the date they vest.
17. 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 12, 2014 and (ii) the first day thereafter during which the issuer's trading window is open.
18. The options vest in monthly installments over 48 months commencing one month from January 1, 2015.
Remarks:
Sandra Thomson as attorney-in-fact for Scott Cormack 03/16/2016
** 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.
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.