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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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*
FHM III, LLC

(Last) (First) (Middle)
601 UNION STREET
SUITE 3200

(Street)
SEATTLE WA 98101

(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
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/13/2006 C 4,390 A (1)(2) 4,390 I By Frazier Affiliates III, L.P.(3)
Common Stock 03/13/2006 C 8,054 A (1)(2) 8,054 I By Frazier Affiliates IV, L.P.(4)
Common Stock 03/13/2006 C 583,931 A (1)(2) 583,931 I By Frazier Healthcare III, L.P.(3)
Common Stock 03/13/2006 C 1,586,752 A (1)(2) 1,586,752 I By Frazier Healthcare IV, L.P.(4)
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
Series C Preferred Stock (1) 03/13/2006 C 19,155(1) (1) (1) Common Stock 3,863 $0 0 I By Frazier Affiliates III, L.P.(3)
Series C Preferred Stock (1) 03/13/2006 C 27,542(1) (1) (1) Common Stock 5,555 $0 0 I By Frazier Affiliates IV, L.P.(4)
Series C Preferred Stock (1) 03/13/2006 C 2,547,068(1) (1) (1) Common Stock 513,768 $0 0 I By Frazier Healthcare III, L.P.(3)
Series C Preferred Stock (1) 03/13/2006 C 5,425,681(1) (1) (1) Common Stock 1,094,412 $0 0 I By Frazier Healthcare IV, L.P.(4)
Series D Preferred Stock (2) 03/13/2006 C 2,902(2) (2) (2) Common Stock 527 $0 0 I By Frazier Affiliates III, L.P.(3)
Series D Preferred Stock (2) 03/13/2006 C 13,746(2) (2) (2) Common Stock 2,499 $0 0 I By Frazier Affiliates IV, L.P.(4)
Series D Preferred Stock (2) 03/13/2006 C 385,900(2) (2) (2) Common Stock 70,163 $0 0 I By Frazier Healthcare III, L.P.(3)
Series D Preferred Stock (2) 03/13/2006 C 2,707,872(2) (2) (2) Common Stock 492,340 $0 0 I By Frazier Healthcare IV, L.P.(4)
1. Name and Address of Reporting Person*
FHM III, LLC

(Last) (First) (Middle)
601 UNION STREET
SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Frazier Healthcare III, LP

(Last) (First) (Middle)
601 UNION STREET
SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
Frazier Affiliates III, LP

(Last) (First) (Middle)
601 UNION STREET
SUITE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
FRAZIER HEALTHCARE IV LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
FRAZIER AFFILIATES IV LP

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
1. Name and Address of Reporting Person*
FHM IV LP

(Last) (First) (Middle)
TWO UNION SQUARE
601 UNION STREET STE 3200

(Street)
SEATTLE WA 98101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
Explanation of Responses:
1. The Issuer's preferred stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series C Preferred Stock into 0.202 shares of Common Stock upon the closing of the initial public offering and had no expiration date.
2. The Issuer's preferred stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series D Preferred Stock into 0.182 shares of Common Stock upon the closing of the initial public offering and had no expiration date.
3. These securities are owned directly by the entity listed. Frazier Affiliates III, LP and Frazier Healthcare III, LP are joint filers. The designated filer, FHM III, LLC, serves as the general partner of Frazier Affiliates III, LP and Frazier Healthcare III, LP. FHM III, LLC disclaims beneficial ownership of the reported securities, except to the extent of its proportionate pecuniary interest therein.
4. These securities are owned directly by the entity listed. Frazier Affiliates IV, LP and Frazier Healthcare IV, LP are joint filers. FHM IV, LP, also a joint filer, serves as the general partner of Frazier Affiliates IV, LP and Frazier Healthcare IV, LP. FHM IV, LP disclaims beneficial ownership of the reported securities, except to the extent of its proportionate pecuniary interest therein.
Remarks:
Exhibit 99 - Joint Filer Information
FHM III, LLC By: Frazier & Company, Its Managing Member By: /s/ Alan D. Frazier, President 03/13/2006
** 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).
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