Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lantz Keri
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2019
3. Issuer Name and Ticker or Trading Symbol
ACHILLION PHARMACEUTICALS INC [ACHN]
(Last)
(First)
(Middle)
C/O ACHILLION PHARMACEUTICALS, INC., 300 GEORGE STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW HAVEN, CT 06511
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 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 11,848
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option   (1) 12/18/2019 Common Stock 13,000 $ 3.28 D  
Employee Stock Option   (1) 12/16/2020 Common Stock 25,000 $ 3.1 D  
Employee Stock Option   (1) 12/12/2021 Common Stock 9,500 $ 7.59 D  
Employee Stock Option   (1) 12/18/2022 Common Stock 12,900 $ 8.64 D  
Employee Stock Option   (1) 12/17/2023 Common Stock 20,000 $ 3.02 D  
Employee Stock Option   (1) 12/04/2024 Common Stock 14,100 $ 13.8 D  
Employee Stock Option   (2) 01/25/2026 Common Stock 18,000 $ 7.54 D  
Employee Stock Option   (3) 07/25/2026 Common Stock 6,000 $ 8.42 D  
Employee Stock Option   (4) 01/25/2027 Common Stock 30,000 $ 4.17 D  
Employee Stock Option   (5) 02/16/2028 Common Stock 75,000 $ 3.2 D  
Employee Stock Option   (6) 08/06/2028 Common Stock 10,000 $ 2.52 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, CT 06511
      See Remarks  

Signatures

/s/ Keri Lantz 01/07/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 was 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

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