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Form 4 Alexza Pharmaceuticals For: Jun 21 Filed by: KING THOMAS BRAXTON

June 21, 2016 3:55 PM EDT
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 *
KING THOMAS BRAXTON

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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   37,224 D (1) 0 I By The Thomas and Beth King 2000 Family Trust, as co-trustee
Common Stock 06/21/2016   U   40,000 D (1) 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
Common Stock Warrant (right to buy) $ 27.7002 06/21/2016   D     5,818.969 (2) 10/05/2009 10/05/2016 Common Stock 5,818.969 $ 0 0 D  
Stock Option (right to buy) $ 1.08 06/21/2016   D     400,000 (3) 08/21/2015 07/21/2025 Common Stock 400,000 $ 0 0 D  
Stock Option (right to buy) $ 4.57 06/21/2016   D     50,000 (3) 06/27/2015 06/26/2024 Common Stock 50,000 $ 0 0 D  
Stock Option (right to buy) $ 4.42 06/21/2016   D     50,001 (3) 03/29/2014 03/28/2023 Common Stock 50,001 $ 0 0 D  
Stock Option (right to buy) $ 3.47 06/21/2016   D     33,449 (3) 07/26/2013 07/26/2022 Common Stock 33,449 $ 0 0 D  
Stock Option (right to buy) $ 15.3 06/21/2016   D     19,576 (3) 07/28/2012 07/28/2021 Common Stock 19,576 $ 0 0 D  
Stock Option (right to buy) $ 23.7 06/21/2016   D     9,921 (3) 06/03/2016 12/27/2019 Common Stock 9,921 $ 0 0 D  
Stock Option (right to buy) $ 21 06/21/2016   D     5,453 (3) 06/03/2016 02/23/2019 Common Stock 5,453 $ 0 0 D  
Explanation of Responses:
1. Per the terms 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) 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).
2. Pursuant to Section 3.5 of the Agreement, effective as of the Offer Closing, the warrant, was cancelled and, in consideration for such cancellation, the Reporting Person automatically received a lump-sum cash payment equal to (a) the total number of shares of the Company's common stock issuable upon the exercise of the warrant, multiplied by (b) the value of the warrant to purchase one share of Company's common stock, calculated in accordance with the Black-Scholes Option Value (as defined in Appendix B of the warrant), without interest and subject to any applicable tax withholding.
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.
Brent D. Fassett, as Attorney-in-Fact for Thomas Braxton King 06/21/2016
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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