Alexza Pharmaceuticals (ALXA) Form 4 Alexza Pharmaceuticals / Edwin S Kamemoto 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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X

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^*

Kamemoto Edwin S

(Last) (First) (Middle)

C/O ALEXZA PHARMACEUTICALS, INC.

2091 STIERLIN COURT

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alexza Pharmaceuticals Inc. [ ALXA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, R&D, Regulatory & Quality

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2016

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	06/21/2016		U		9,112(1)	D	(2)	0	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
Stock Option (right to buy)	$1.08	06/21/2016		D			125,000(3)	08/21/2015	07/21/2025	Common Stock	125,000	$0.00	0	D
Stock Option (right to buy)	$1.95	06/21/2016		D			35,000(3)	04/28/2016	04/27/2025	Common Stock	35,000	$0.00	0	D
Stock Option (right to buy)	$3.47	06/21/2016		D			15,000(3)	07/26/2013	07/25/2022	Common Stock	15,000	$0.00	0	D
Stock Option (right to buy	$3.47	06/21/2016		D			5,000(3)	07/26/2013	07/25/2022	Common Stock	5,000	$0.00	0	D
Stock Option (right to buy)	$4.42	06/21/2016		D			43,750(3)	03/29/2014	05/20/2024	Common Stock	43,750	$0.00	0	D
Stock Option (right to buy)	$4.57	06/21/2016		D			24,000(3)	06/27/2015	06/26/2024	Common Stock	24,000	$0.00	0	D
Stock Option (right to buy)	$15.3	06/21/2016		D			9,999(3)	07/28/2011	07/27/2021	Commmon Stock	9,999	$0.00	0	D

Explanation of Responses:

1. Includes 6,250 previously reported shares issued as restricted stock units ("RSUs") under the Issuer's 2005 Equity Incentive Plan (the "Plan"). Per Section 3.4(b) of the Agreement and Plan of Merger, dated 5/9/16, among the Issuer, Grupo Ferrer Internactional, S.A. and Ferrer Pharma Inc. (the "Agreement), each RSU outstanding immediately prior to the Offer Closing (as defined in the Agreement) became fully vested immediately prior to the Offer Closing.

2. Per the terms of the Agreement and the Offer (as defined in the Agreement), each share of the Issuer's common stock was tendered for $0.90 per share in cash, without interest and less any required withholding taxes, plus one contractual contingent value right per share ("CVR") (as defined in the Agreement).

3. Disposed of per Section 3.4(a) of the Agreement, whereby each option that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration.

Remarks:

	/s/ Brent D. Fassett, as Attorney-in-Fact for Edwin S. Kamemoto	06/21/2016
	** Signature of Reporting Person	Date
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