Sec Form 3 Filing - Lantz Keri @ ACHILLION PHARMACEUTICALS INC - 2019-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lantz Keri 2. Issuer Name and Ticker or Trading Symbol ACHILLION PHARMACEUTICALS INC [ ACHN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ACHILLION PHARMACEUTICALS, INC., 300 GEORGE STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2019 (Street) NEW HAVEN, CT06511 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11,848 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option $ 3.28 ( 1 ) 12/18/2019 Common Stock 13,000 D Employee Stock Option $ 3.1 ( 1 ) 12/16/2020 Common Stock 25,000 D Employee Stock Option $ 7.59 ( 1 ) 12/12/2021 Common Stock 9,500 D Employee Stock Option $ 8.64 ( 1 ) 12/18/2022 Common Stock 12,900 D Employee Stock Option $ 3.02 ( 1 ) 12/17/2023 Common Stock 20,000 D Employee Stock Option $ 13.8 ( 1 ) 12/04/2024 Common Stock 14,100 D Employee Stock Option $ 7.54 ( 2 ) 01/25/2026 Common Stock 18,000 D Employee Stock Option $ 8.42 ( 3 ) 07/25/2026 Common Stock 6,000 D Employee Stock Option $ 4.17 ( 4 ) 01/25/2027 Common Stock 30,000 D Employee Stock Option $ 3.2 ( 5 ) 02/16/2028 Common Stock 75,000 D Employee Stock Option $ 2.52 ( 6 ) 08/06/2028 Common Stock 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lantz Keri C/O ACHILLION PHARMACEUTICALS, INC. 300 GEORGE STREET NEW HAVEN, CT06511 See Remarks Signatures /s/ Keri Lantz 01/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option is fully vested and exercisable. ( 2 )This option was granted on January 25, 2016 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter. ( 3 )This option was granted on July 25, 2016 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter. ( 4 )This option was granted on January 25, 2017 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter. ( 5 )This option was granted on February 16, 2018 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter. ( 6 )This option wa s granted on August 6, 2018 and vests as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 6.25% of the original number of shares at the end of each successive three-month period thereafter.

Remarks: Vice President of Finance, Corporate Controller, Interim Principal Financial Officer and Interim Principal Accounting Officer.See Exhibit 24.1, Power of Attorney

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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