0000945621-13-000202.txt : 20130522 0000945621-13-000202.hdr.sgml : 20130522 20130522095221 ACCESSION NUMBER: 0000945621-13-000202 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130522 DATE AS OF CHANGE: 20130522 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: 13863850 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: OCCITAN MASTER FUND L.P. CENTRAL INDEX KEY: 0001509544 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WALKER HOUSE, 87 MARY STREET STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 1 345 945 3727 MAIL ADDRESS: STREET 1: WALKER HOUSE, 87 MARY STREET STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 SC 13G/A 1 occitan13g572013.htm AMENDMENT NO. 2 TO SCHEDULE 13G occitan13g572013.htm

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 
 ALEXZA PHARMACEUTICALS, INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
015384100
(CUSIP Number)
 
April 22, 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:

    o
Rule 13d-1(b)
        
    x
Rule 13d-1(c)
        
    o
Rule 13d-1(d)
        
 
 

 
 
 

CUSIP No. 015384100
  
Page   2   of   9   Pages
1.
names of reporting persons
irs identification nos. of above persons (entities only)
Occitan Master Fund L.P.
2.
check the appropriate box if a member of a groupo
 
(a)
(b)  
3.
sec use only
 
4.
citizenship or place of organization
England & Wales
number of shares beneficially owned by
each reporting person with
5.
sole voting power
0
6.
shared voting power
0
7.
sole dispositive power
0
8.
shared dispositive power
0
9.
aggregate amount beneficially owned by each reporting person
0
10.
check if the aggregate amount in row (9) excludes certain shares
 
   o
11.
percent of class represented by amount in row (9)
0%
12.
type of reporting person
PN

 
 
 


CUSIP No. 015384100
  
Page   3   of   9   Pages
1.
names of reporting persons
irs identification nos. of above persons (entities only)
Occitan Capital Partners LLP
2.
check the appropriate box if a member of a group
 
(a)
(b)
3.
sec use only
 
4.
citizenship or place of organization
England & Wales
number of shares beneficially owned by
each reporting person with
5.
sole voting power
0
6.
shared voting power
0
7.
sole dispositive power
0
8.
shared dispositive power
0
9.
aggregate amount beneficially owned by each reporting person
0
10.
check if the aggregate amount in row (9) excludes certain shares
 
   o
11.
percent of class represented by amount in row (9)
0%
12.
type of reporting person
PN

 
 
 



CUSIP No. 015384100
  
Page   4   of   9   Pages
1.
names of reporting persons
irs identification nos. of above persons (entities only)
Occitan Capital Management Inc.
2.
check the appropriate box if a member of a group
 
(a)
(b)
3.
sec use only
 
4.
citizenship or place of organization
Cayman Islands
number of shares beneficially owned by
each reporting person with
5.
sole voting power
0
6.
shared voting power
0
7.
sole dispositive power
0
8.
shared dispositive power
0
9.
aggregate amount beneficially owned by each reporting person
0
10.
check if the aggregate amount in row (9) excludes certain shares
 
   o
11.
percent of class represented by amount in row (9)
0%
12.
type of reporting person
PN

 
 
 


Page 5 of 9 Pages
 

Item 1.
(a)
Name of Issuer:
Alexza Pharmaceuticals, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices:
2091 Stierlin Court
Mountain View, CA 94043
 
Item 2.
(a)
Name of Person Filing:
This Amendment No. 2 to Schedule 13G is being filed jointly by Occitan Master Fund L.P., Occitan Capital Partners LLP and Occitan Capital Management Inc.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
The address of Occitan Master Fund L.P. is Walker House, 87 Mary Street, George Town, KYI-9005, Cayman Islands.
The address of Occitan Capital Partners LLP is 55 New Bond Street, London, W1S 1DG, England.
The address of Occitan Capital Management Inc. is Walker House, 87 Mary Street, George Town, KYI-9005, Cayman Islands.
 
 
(c)
Citizenship:
Occitan Master Fund L.P. is a Cayman Islands limited partnership.
Occitan Capital Partners LLP is a limited liability partnership organized under the laws of England and Wales.
Occitan Capital Management Inc. is a Cayman Islands corporation.
 
 
(d)
Title of Class of Securities:
Common Stock
 
 
(e)
CUSIP Number:
 
015384100
 
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:
 
(a)
   o
Broker or dealer registered under Section 15 of the Act.
 
(b)
   o
Bank as defined in Section 3(a)(6) of the Act.
 
(c)
   o
Insurance company as defined in Section 3(a)(19) of the Act.
 
(d)
   o
Investment company registered under Section 8 of the Investment Company Act of 1940.
 
(e)
   o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
 
 
 
 
Page 6 of 9 Pages
 
(f)
   o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g)
   o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
   o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
(i)
   o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
 
(j)
   o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
Item 4.
Ownership.
 
 
(a)           Amount Beneficially Owned: 0
 
(b)           Percent of Class: 0
 
(c)           Number of Shares as to which the person has:
 
(i)           sole power to vote or direct the vote: 0
(ii)          shared power to vote or direct the vote: 0
(iii)         sole power to dispose or direct the disposition of: 0
(iv)          shared power to dispose or direct the disposition of: 0
 
 
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  þ
 
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.
 
 
 
 
 
Page 7 of 9 Pages
 
 
Item 9.
Notice of Dissolution of 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 8 of 9 Pages
 
 
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: May 22, 2013
   
  OCCITAN MASTER FUND L.P.
   
 
By /s/ Pearse Griffith
 
Name: Pearse Griffith
Title:    Director,
Occitan Capital Management Inc.,
General Partner to Occitan Master Fund L.P.
   
   
  OCCITAN CAPITAL PARTNERS LLP
   
  By /s/ Thomas de Garidel-Thoron
 
Name: Thomas de Garidel-Thoron
Title:    Co-CIO
   
   
  OCCITAN CAPITAL MANGEMENT INC.
   
  By /s/ Pearse Griffith
 
Name: Pearse Griffith
Title:   Director
   
 
 
 
 

Page 9 of 9 Pages
 
AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the U.S. Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Alexza Pharmaceuticals, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby executes this Agreement on this 22nd day of May 2013.

 
   
  OCCITAN MASTER FUND L.P.
   
 
By /s/ Pearse Griffith
 
Name: Pearse Griffith
Title:    Director,
Occitan Capital Management Inc.,
General Partner to Occitan Master Fund L.P.
   
   
  OCCITAN CAPITAL PARTNERS LLP
   
  By /s/ Thomas de Garidel-Thoron
 
Name: Thomas de Garidel-Thoron
Title:    Co-CIO
   
   
  OCCITAN CAPITAL MANGEMENT INC.
   
  By /s/ Pearse Griffith
 
Name: Pearse Griffith
Title:   Director