X0306 4 2017-02-22 0 0001301501 Achaogen Inc AKAO 0001600359 Hillan Kenneth J. C/O ACHAOGEN, INC. 7000 SHORELINE COURT, #371 SOUTH SAN FRANCISCO CA 94080 1 1 0 0 Chief Executive Officer Common Stock 2017-02-22 4 A 0 40000 0.00 A 101501 D Stock Option (Right to Buy) 23.62 2017-02-22 4 A 0 160000 0.00 A 2026-02-22 Common Stock 160000 160000 D Stock Option (Right to Buy) 23.62 2017-02-22 4 A 0 40000 0.00 A 2026-02-22 Common Stock 40000 40000 D 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. Includes 89,725 RSUs. 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. 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 Kenneth Hillan 2017-02-24