Initial Statement of Beneficial Ownership (3)
June 30 2014 - 04:34PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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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1. Name and Address of Reporting Person
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Kamemoto Edwin S
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/27/2014
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3. Issuer Name
and
Ticker or Trading Symbol
Alexza Pharmaceuticals Inc. [ALXA]
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(Last)
(First)
(Middle)
C/O ALEXZA PHARMACEUTICALS, INC., 2091 STIERLIN COURT
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP, Regulatory Affairs /
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(Street)
MOUNTAIN VIEW, CA 94043
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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24737
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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(2)
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2/21/2021
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Common Stock
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2071
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$12.30
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D
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Stock Option (right to buy)
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(2)
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7/27/2021
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Common Stock
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9999
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$15.30
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D
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Stock Option (right to buy)
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7/26/2013
(3)
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7/25/2022
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Common Stock
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15000
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$3.47
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D
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Stock Option (right to buy)
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7/26/2013
(3)
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7/25/2022
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Common Stock
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5000
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$3.47
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D
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Stock Option (right to buy)
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3/29/2014
(4)
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5/20/2024
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Common Stock
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43750
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$4.42
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D
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Stock Option (right to buy)
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6/27/2015
(5)
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6/26/2024
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Common Stock
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24000
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$4.57
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D
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Explanation of Responses:
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(
1)
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Includes 21,875 shares issued as restricted stock units ("RSUs") under the Issuer's 2005 Equity Incentive Plan (the "Plan"). If the Issuer's common stock listed on the Nasdaq Global Market has traded at or above $8.63 on each trading day of any 30-day trading period after March 29, 2013 (the "Price Trigger"), then 50% of the RSUs will vest on the later of March 29, 2016 and the date on which the Price Trigger is met, and the remaining 50% of the RSUs will vest on the later of March 29, 2017 and the date on which the Price Trigger is met, provided in each case that the Reporting Person remains employed by the Company through the applicable vesting date.
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(
2)
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Fully vested.
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(
3)
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Grant to the Reporting Person of a stock option under the Plan. 25% of the shares vest on the first annual anniversary of the vesting commencement date, and the remaining 75% in monthly installments of 2.0833% thereafter for 36 months until fully vested, provided (i) that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the 48th monthly anniversary of the vesting commencement date; and (ii) that in each case at the relevant annual or monthly anniversary such optionee's employment has not been Terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.
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(
4)
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Grant to the Reporting Person of a stock option under the Plan. 50% of the shares vested March 29, 2014. The remaining shares vest in equal monthly installments thereafter for 12 months until fully vested, provided in each case that the relevant monthly anniversary such optionee's employment has not been Terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.
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(
5)
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Grant to the Reporting Person of a stock option under the Plan. 25% vesting on the one year anniversary of the vesting commencement date and the remaining 75% vesting in equal monthly installments thereafter over 36 months, provided that if application of the vesting percentage at a given anniversary results in a fractional share, such fractional share will be rounded downward to the nearest whole share, with any rounding balance carried forward and applied to the number of shares for which such option will be exercisable, if at all, at the 36th monthly anniversary of the vesting commencement date, provided further that at the relevant vesting dates such optionee's consulting relationship has not been Terminated as defined in and as determined under the Plan. The option expires ten years after the date of grant.
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Remarks:
Attachment: Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kamemoto Edwin S
C/O ALEXZA PHARMACEUTICALS, INC.
2091 STIERLIN COURT
MOUNTAIN VIEW, CA 94043
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SVP, Regulatory Affairs
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Signatures
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/s/ Edwin S. Kamemoto
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6/30/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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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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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 control number.
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