UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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(1)  Includes 62,500 shares of the Issuer’s common stock issuable upon the exercise of stock options granted to the Mr. Busser under the Issuer’s 2005 Non-Employee Directors’ Stock Option Plan, a portion of which are exercisable within sixty (60) days.  1/48th of the stock options vest monthly over four years measured from the date of the grant.

 

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Item 1.                    Security and Issuer.

 

This Amendment No.1 (“Amendment No.1 ) to the Initial Statement on Schedule 13D filed with the Securities and Exchange Commission on September 8, 2009 (the “Initial Statement” and together with this Amendment No.1, the “Schedule 13D”) common stock, par value $0.0001 per share (the “Common Stock”) of Alexza Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2091 Stierlin Court, Mountain View, California 94043.  This Amendment No. 1 is being filed to report a change to Items 2 and 5(a) — (d), and 7 of Schedule 13D to include Andrew L. Busser as a Reporting Person and is an initial filing with respect to Mr. Busser. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

 

Item 2.                    Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended by the deletion of the text thereof in its entirety and its replacement with the following:

 

(a)          The names of the persons filing under this Statement are Symphony Capital Partners, L.P. (“Symphony Capital”), Symphony Capital GP, L.P, (“Symphony GP”) Symphony GP, LLC (“Symphony GP LLC”), Mark Kessel, Harri V. Taranto, Symphony Strategic Partners, LLC (“Symphony Strategic Partners”) and Andrew L. Busser (each, a “Reporting Person” and collectively, the “Reporting Persons”).

 

(b)         The business address of each of the Reporting Persons is 875 Third Avenue, 3rd Floor, New York, NY 10022. Mr. Kessel and Mr. Taranto are the managing members of Symphony GP LLC and Symphony Strategic Partners. Mr. Busser is a limited partner of Symphony GP and a member of Symphony Strategic Partners. The attached Schedule A sets forth the controlling persons, the executive officers and the directors of Symphony Capital, Symphony GP, Symphony GP LLC and Symphony Strategic Partners and contains the following information with respect to each such person: (i) name, (ii) citizenship and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

 

(c)

 

Name of Reporting Person		Principal Business/Occupation
Symphony Capital		Involved in purchasing, holding and selling securities and other investments
Symphony GP		General Partner of Symphony Capital
Symphony GP LLC		General Partner of Symphony GP
Mark Kessel		Managing Member of Symphony GP LLC and Symphony Strategic Partners
Harri V. Taranto		Managing Member of Symphony GP LLC and Symphony Strategic Partners
Symphony Strategic Partners		Involved in purchasing, holding and selling securities and other investments
Andrew L. Busser		Limited partner in Symphony GP and a member of Symphony Strategic Partners

 

(d)           During the past five years, none of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          During the past five years, none of the persons referred to in paragraph (a) above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

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(f)

 

Name of Reporting Person		Principal Business/Occupation
Symphony Capital		Delaware limited partnership
Symphony GP		Delaware limited partnership
Symphony GP LLC		Delaware limited liability company
Mark Kessel		United States citizen
Harri V. Taranto		United States citizen
Symphony Strategic Partners		Delaware limited liability company
Andrew L. Busser		United States citizen

 

Item 3.                    Source and Amount of Funds or Other Consideration.

 

No material change.

 

Item 4.                    Purpose of Transaction.

 

No material change.

 

Item 5.                    Interest in Securities of the Issuer.

 

Item 5(a) — (d) of Schedule 13D is hereby amended by the deletion of the text thereof in its entirety and its replacement with the following:

 

(a)           By virtue of the fact that (i) Symphony GP is the general partner of Symphony Capital, (ii) Symphony GP LLC is the general partner of Symphony GP and (iii) Mr. Kessel and Mr. Taranto are the managing members of Symphony GP LLC and Symphony Strategic Partners, and as such are authorized to vote and dispose of the securities held by Symphony Strategic Partners and Symphony Capital, each the Reporting Persons may be deemed to own the following shares of Common Stock:

 

(i)            Symphony Capital

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

(ii)           Symphony GP

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

(iii)          Symphony GP LLC

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

(iv)          Mark Kessel

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

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(v)           Harri V. Taranto

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

(vi)          Symphony Strategic Partners

 

Number of Shares of Common Stock: 10,086,000

 

Percentage Outstanding Common Stock: 8.44%

 

(vii)         Andrew L. Busser

 

Number of Shares of Common Stock: 85,412

 

Percentage Outstanding Common Stock: 0.0007%

 

The percentage of the Common Stock beneficially owned or deemed to be beneficially owned by each of the Reporting Persons as set forth above is based on the Issuer’s representation that it had 116,136,338 shares outstanding as of March 1, 2012, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 12, 2012, plus the 3,362,000 shares of the Issuer’s Common Stock issuable to Symphony Capital and Symphony Strategic Partners upon exercise of the Warrants and the 62,500 shares of Issuer’s common stock issuable upon the exercise of stock options granted to the Mr. Busser under the Issuer’s 2005 Non-Employee Directors’ Stock Option Plan, a portion of which are exercisable in sixty (60) days. 1/48th of the stock options vest monthly over four years measured from the date of the grant.

 

(b)          By virtue of the fact that (i) Symphony GP is the general partner of Symphony Capital, (ii) Symphony GP LLC is the general partner of Symphony GP and (iii) Mr. Kessel and Mr. Taranto are the managing members of Symphony GP LLC and Symphony Strategic Partners, and as such are authorized to vote and dispose of the securities held by Symphony Strategic Partners and Symphony Capital, each of the Reporting Persons may be deemed to hold the following voting and investment power:

 

(i)            Symphony Capital Partners

 

Sole power to vote or direct the vote: 0

 

Shared power to vote or direct the vote: 10,086,000 shares

 

Sole power to dispose or to direct the disposition: 0

 

Shared power to dispose or to direct the disposition: 10,086,000 shares

 

(ii)           Symphony GP

 

Sole power to vote or direct the vote: 0

 

Shared power to vote or direct the vote: 10,086,000 shares

 

Sole power to dispose or to direct the disposition: 0

 

Shared power to dispose or to direct the disposition: 10,086,000 shares

 

(iii)          Symphony GP LLC

 

Sole power to vote or direct the vote: 0

 

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Shared power to vote or direct the vote: 10,086,000 shares

 

Sole power to dispose or to direct the disposition: 0

 

Shared power to dispose or to direct the disposition: 10,086,000 shares

 

(iv)          Mark Kessel

 

Sole power to vote or direct the vote: 0

 

Shared power to vote or direct the vote: 10,086,000 shares

 

Sole power to dispose or to direct the disposition: 0

 

Shared power to dispose or to direct the disposition: 10,086,000 shares

 

(v)           Harri V. Taranto

 

Sole power to vote or direct the vote: 0

 

Shared power to vote or direct the vote: 10,086,000 shares

 

Sole power to dispose or to direct the disposition: 0

 

Shared power to dispose or to direct the disposition: 10,086,000 shares

 

(vi)          Symphony Strategic Partners

 

Sole power to vote or direct the vote: 10,086,000 shares

 

Shared power to vote or direct the vote: 0

 

Sole power to dispose or to direct the disposition: 10,086,000 shares

 

Shared power to dispose or to direct the disposition: 0

 

(vii)         Andrew L. Busser

 

Sole power to vote or direct the vote: 85,412 shares

 

Shared power to vote or direct the vote: 0

 

Sole power to dispose or to direct the disposition: 85,412 shares

 

Shared power to dispose or to direct the disposition: 0

 

The voting and disposition power of the Common Stock beneficially owned or deemed to be beneficially owned by each of the Reporting Persons as set forth above is based on the Issuer’s representation that it had 116,136,338 shares outstanding as of March 1, 2012, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 12, 2012, plus the 3,362,000 shares of the Issuer’s Common Stock issuable to Symphony Capital and Symphony Strategic Partners upon exercise of the Warrants and the 62,500 shares of Issuer’s common stock issuable upon the exercise of stock options granted to the Mr. Busser under the Issuer’s 2005 Non-Employee Directors’ Stock Option Plan, a portion of which are exercisable in sixty (60) days.1/48th of the stock options vest monthly over four years measured from the date of the grant.

 

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(c)          During the last 60 days, none of the Reporting Persons has effected a transaction in any shares of Common Stock

 

(d)           Not applicable.

 

(e)           Not applicable.

 

Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

No material change.

 

Item 7.                    Materials to be Filed as Exhibits.

 

Exhibit No.		Description
1		Joint Filing Agreement dated as of April 12, 2012.
2		Amended and Restated Purchase Option Agreement among Symphony Allegro Holdings LLC, Symphony Allegro, Inc. and Alexza Pharmaceuticals, Inc. dated as of June 15, 2009.*
3		Corporate Governance Letter Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of August 26, 2009.*
4		Amended and Restated Registration Rights Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of June 15, 2009.*
5		Warrant Purchase Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of June 15, 2009.*
6		Form of Warrant dated as of August 26, 2009.*

 

*              Previously filed and incorporated herein by reference.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  April 12, 2012

 

	SYMPHONY CAPITAL PARTNERS, L.P.
	By:	Symphony Capital GP, L.P.
		its general partner
	By:	Symphony GP, LLC
		its general partner
	By:	/s/Mark Kessel
		Name:	Mark Kessel
		Title:	Managing Member
	SYMPHONY CAPITAL GP, L.P.
	By:	Symphony GP, LLC
		its general partner
	By:	/s/Mark Kessel
		Name:	Mark Kessel
		Title:	Managing Member
	SYMPHONY GP, LLC
	By:	/s/Mark Kessel
		Name:	Mark Kessel
		Title:	Managing Member
	SYMPHONY STRATEGIC PARTNERS, LLC
	By:	/s/Mark Kessel
		Name:	Mark Kessel
		Title:	Managing Member
		/s/Mark Kessel
		Mark Kessel
		/s/Harri V. Taranto
		Harri V. Taranto
		/s/Andrew K. Busser
		Andrew L. Busser

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
1		Joint Filing Agreement dated as of April 12, 2012.
2		Amended and Restated Purchase Option Agreement among Symphony Allegro Holdings LLC, Symphony Allegro, Inc. and Alexza Pharmaceuticals, Inc. dated as of June 15, 2009.*
3		Corporate Governance Letter Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of August 26, 2009.*
4		Amended and Restated Registration Rights Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of June 15, 2009.*
5		Warrant Purchase Agreement between Alexza Pharmaceuticals, Inc. and Symphony Allegro Holdings LLC dated as of June 15, 2009.*
6		Form of Warrant dated as of August 26, 2009.*

 

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SCHEDULE A

 

SYMPHONY CAPITAL PARTNERS, L.P.		SYMPHONY GP, LLC
Mark Kessel		Mark Kessel
Managing Member		Managing Member
United States citizen		United States citizen
Symphony Capital Partners, L.P.		Symphony Capital Partners, L.P.
875 Third Avenue, 3rd Floor		875 Third Avenue, 3rd Floor
New York, NY 10022		New York, NY 10022
Harri V. Taranto		Harri V. Taranto
Managing Member		Managing Member
United States citizen		United States citizen
Symphony Capital Partners, L.P.		Symphony Capital Partners, L.P.
875 Third Avenue, 3rd Floor		875 Third Avenue, 3rd Floor
New York, NY 10022		New York, NY 10022
SYMPHONY CAPITAL GP, L.P.		SYMPHONY STRATEGIC PARTNERS, LLC
Mark Kessel		Mark Kessel
Managing Member		Managing Member
United States citizen		United States citizen
Symphony Capital Partners, L.P.		Symphony Capital Partners, L.P.
875 Third Avenue, 3rd Floor		875 Third Avenue, 3rd Floor
New York, NY 10022		New York, NY 10022
Harri V. Taranto		Harri V. Taranto
Managing Member		Managing Member
United States citizen		United States citizen
Symphony Capital Partners, L.P.		Symphony Capital Partners, L.P.
875 Third Avenue, 3rd Floor		875 Third Avenue, 3rd Floor
New York, NY 10022		New York, NY 10022

 

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EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and any further amendment filed by them) with respect to the Common Stock, par value $0.0001 per share, of the Issuer, a Delaware corporation.

 

Dated: April 12, 2012

 

 

	SYMPHONY CAPITAL PARTNERS, L.P.
	By:	Symphony Capital GP, L.P. its general partner
	By:	Symphony GP, LLC its general partner
	By:	/s/Mark Kessel
		Name: Mark Kessel Title:   Managing Member
	SYMPHONY CAPITAL GP, L.P.
	By:	Symphony GP, LLC its general partner
	By:	/s/Mark Kessel
		Name: Mark Kessel Title:   Managing Member
	SYMPHONY GP, LLC
	By:	/s/Mark Kessel
		Name: Mark Kessel Title:   Managing Member
	SYMPHONY STRATEGIC PARTNERS, LLC
	By:	/s/Mark Kessel
		Name: Mark Kessel Title:   Managing Member

 

 

	/s/Mark Kessel
	MARK KESSEL
	/s/Harri V. Taranto
	HARRI V. TARANTO
	/s/Andrew L. Busser
	ANDREW L. BUSSER