Neil James Clendeninn Form 4 ONCOGENEX PHARMACEUTICALS / Neil James Clendeninn ownership change

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^*

Clendeninn Neil James

(Last) (First) (Middle)

19820 NORTH CREEK PARKWAY

SUITE 201

(Street)

BOTHELL WA 98011

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2015

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	05/20/2015		M		2,500(1)	A	(2)	14,562	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(3)	05/20/2015		M			2,500	05/20/2015	(4)	Common Stock	2,500	$0.00	0	D
Stock Option (right to buy)	$1.89	05/21/2015		A		5,000		(5)	05/21/2025	Common Stock	5,000	$0.00	5,000	D
Restricted Stock Unit (RSU)	(3)	05/21/2015		A		2,500		(6)	(4)	Common Stock	2,500	$0.00	2,500	D

Explanation of Responses:

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

2. RSUs convert into common stock on a one-for-one basis.

3. Each RSU represents a contingent right to receive one share of the issuer's common stock.

4. The RSUs expire 30 days from the date they vest.

5. The options vest 100% on the earlier of May 21, 2016 or the date immediately prior to the issuer's next annual meeting of stockholders.

6. The RSUs vest 100% on the earlier of the first anniversary of the grant date or the date immediately prior to the issuer's next annual meeting of stockholders, if this date is when the issuer's trading window is closed, it will vest the first day thereafter during which the issuer's trading window is open.

Remarks:

	Sandra Thomson as attorney-in-fact for Neil Clendeninn	05/22/2015
	** 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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