SC 13G/A

0001193125-14-054854.txt : 20140214 0001193125-14-054854.hdr.sgml : 20140214 20140214162257 ACCESSION NUMBER: 0001193125-14-054854 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: ANDERS HOVE GROUP MEMBERS: BRYAN ROBERTS GROUP MEMBERS: VHCP CO-INVESTMENT HOLDINGS, LLC GROUP MEMBERS: VHCP MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alexza Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001344413 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770567768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82505 FILM NUMBER: 14617005 BUSINESS ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650.944.7000 MAIL ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENROCK HEALTHCARE CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001458177 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 650-561-9580 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94306 SC 13G/A 1 d676712dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

ALEXZA PHARMACEUTICALS INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

015384209

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) 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).


CUSIP No. 015384209		Page 2 of 11


1.	Name of Reporting Persons Venrock Healthcare Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 874,996²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 874,996²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 874,996²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.9%³
12.	Type of Reporting Person (See Instructions) PN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 317,010 shares of common stock and warrants to purchase 422,678 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 57,989 shares of common stock and warrants to purchase 77,319 shares of common stock owned by VHCP Co-Investment Holdings, LLC.

This percentage is calculated based upon the number of the Issuer’s total outstanding shares equal to the sum of (i) 17,278,554 shares of the Issuer’s common stock outstanding as of November 21, 2013, as set forth in the Issuer’s Prospectus Supplement No. 5 to Prospectus dated April 23, 2010 filed with the Securities and Exchange Commission on November 22, 2013 and (ii) 499,997 shares of common stock underlying warrants owned by the Reporting Persons.


CUSIP No. 015384209		Page 3 of 11


1.	Name of Reporting Persons VHCP Co-Investment Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 874,996²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 874,996²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 874,996²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.9%³
12.	Type of Reporting Person (See Instructions) OO

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

²	Consists of 317,010 shares of common stock and warrants to purchase 422,678 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 57,989 shares of common stock and warrants to purchase 77,319 shares of common stock owned by VHCP Co-Investment Holdings, LLC.


CUSIP No. 015384209		Page 4 of 11


1.	Name of Reporting Persons VHCP Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 874,996²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 874,996²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 874,996²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.9%³
12.	Type of Reporting Person (See Instructions) OO

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.

Consists of 317,010 shares of common stock and warrants to purchase 422,678 shares of common stock owned by Venrock Healthcare Capital Partners, L.P. and 57,989 shares of common stock and warrants to purchase 77,319 shares of common stock owned by VHCP Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC.


CUSIP No. 015384209		Page 5 of 11


1.	Name of Reporting Persons Hove, Anders
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 874,996²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 874,996²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 874,996²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.9%³
12.	Type of Reporting Person (See Instructions) IN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.


CUSIP No. 015384209		Page 6 of 11


1.	Name of Reporting Persons Roberts, Bryan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¹ (b) ¨
3.	SEC USE ONLY
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 874,996²
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 874,996²
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 874,996²
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 4.9%³
12.	Type of Reporting Person (See Instructions) IN

¹	Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts are members of a group for the purposes of this Schedule 13G.


		Page 7 of 11

Introductory Note: This Schedule 13G is filed on behalf of Venrock Healthcare Capital Partners, L.P., a limited partnership organized under the laws of the State of Delaware (“VHCP LP”), VHCP Co-Investment Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Co-Investment”), VHCP Management, LLC, a limited liability company organized under the laws of the State of Delaware (“VHCP Management” and collectively with VHCP LP and VHCP Co-Investment, the “Venrock Entities”), Anders Hove and Bryan Roberts in respect of Common Stock of Alexza Pharmaceuticals Inc.

Item 1.

(a)

Name of Issuer

Alexza Pharmaceuticals Inc.

(b)

Address of Issuer’s Principal Executive Offices

2091 Stierlin Court

Mountain View, California 94043

Item 2.

(a)

Name of Person Filing

Venrock Healthcare Capital Partners, L.P.

VHCP Co-Investment Holdings, LLC

VHCP Management, LLC

Anders Hove

Bryan Roberts

(b)

Address of Principal Business Office or, if none, Residence


New York Office:	Palo Alto Office:	Cambridge Office:

530 Fifth Avenue	3340 Hillview Avenue	55 Cambridge Parkway
22nd Floor	Palo Alto, CA 94304	Suite 100
New York, NY 10036		Cambridge, MA 02142

(c)

Citizenship

All entities were organized in Delaware. The individuals are both United States citizens.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

015384209

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable


		Page 8 of 11

Item 4.

Ownership

(a)

Amount Beneficially Owned as of December 31, 2013:


Venrock Healthcare Capital Partners, L.P.	874,996	(1)
VHCP Co-Investment Holdings, LLC	874,996	(1)
VHCP Management, LLC	874,996	(1)
Anders Hove	874,996	(1)
Bryan Roberts	874,996	(1)

(b)

Percent of Class as of December 31, 2013:


Venrock Healthcare Capital Partners, L.P.	4.9	%
VHCP Co-Investment Holdings, LLC	4.9	%
VHCP Management, LLC	4.9	%
Anders Hove	4.9	%
Bryan Roberts	4.9	%

(c)

Number of shares as to which the person has, as of December 31, 2013:

(i)

Sole power to vote or to direct the vote


Venrock Healthcare Capital Partners, L.P.			0
VHCP Co-Investment Holdings, LLC			0
VHCP Management, LLC			0
Anders Hove			0
Bryan Roberts			0

(ii)

Shared power to vote or to direct the vote


Venrock Healthcare Capital Partners, L.P.	874,996	(1)
VHCP Co-Investment Holdings, LLC	874,996	(1)
VHCP Management, LLC	874,996	(1)
Anders Hove	874,996	(1)
Bryan Roberts	874,996	(1)


		Page 9 of 11

(iii)

Sole power to dispose or to direct the disposition of


Venrock Healthcare Capital Partners, L.P.			0
VHCP Co-Investment Holdings, LLC			0
VHCP Management, LLC			0
Anders Hove			0
Bryan Roberts			0

(iv)

Shared power to dispose or to direct the disposition of


Venrock Healthcare Capital Partners, L.P.	874,996	(1)
VHCP Co-Investment Holdings, LLC	874,996	(1)
VHCP Management, LLC	874,996	(1)
Anders Hove	874,996	(1)
Bryan Roberts	874,996	(1)

(1)

These shares are owned directly as follows: 317,010 shares of common stock and warrants to purchase 422,678 shares of common stock are owned by Venrock Healthcare Capital Partners, L.P. and 57,989 shares of common stock and warrants to purchase 77,319 shares of common stock are owned by VHCP Co-Investment Holdings, LLC. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of a Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


		Page 10 of 11

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.

Dated: February 14, 2014


Venrock Healthcare Capital Partners, L.P.		VHCP Co-Investment Holdings, LLC

By:	VHCP Management, LLC,	By:	VHCP Management, LLC,
	its General Partner		its Manager

By:	/s/ David L. Stepp	By:	/s/ David L. Stepp
	Name: David L. Stepp		Name: David L. Stepp
	Title: Authorized Signatory		Title: Authorized Signatory

VHCP Management, LLC

By:	/s/ David L. Stepp
	Name: David L. Stepp
	Title: Authorized Signatory

/s/ David L. Stepp, as attorney-in-fact
Anders Hove

/s/ David L. Stepp, as attorney-in-fact
Bryan Roberts


		Page 11 of 11

EXHIBITS

A:	Joint Filing Agreement (Incorporated by reference from Exhibit A to Schedule 13G filed on February 14, 2013.)

B:	Power of Attorney for Anders Hove (Incorporated by reference from Exhibit B to Schedule 13G filed on February 14, 2013.)

C:	Power of Attorney for Bryan Roberts (Incorporated by reference from Exhibit C to Schedule 13G filed on February 14, 2013.)