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*
Versant Venture Capital II, LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(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% Holder
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 03/13/2006 C 19,246 A (2)(3) 19,246 I By Versant Side Fund II, L.P.(6)
Common Stock 03/13/2006 03/13/2006 C 2,153,442 A (2)(3) 2,153,442 I By Versant Venture Capital II, L.P.(4)
Common Stock 03/13/2006 03/13/2006 C 10,440 A (2)(3) 10,440 I By Versant Affiliates Fund II-A, L.P.(5)
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 (2) 03/13/2006 03/13/2006 C 71,039(1) (2) (2) Common Stock 14,329(1) $0 0 I By Versant Side Fund II, L.P.(6)
Series C Preferred Stock (2) 03/13/2006 03/13/2006 C 7,948,407(1) (2) (2) Common Stock 1,603,270(1) $0 0 I By Versant Venture Capital II, L.P.(4)
Series D Preferred Stock (3) 03/13/2006 03/13/2006 C 27,045(1) (3) (3) Common Stock 4,917(1) $0 0 I By Versant Side Fund II, L.P.(6)
Series D Preferred Stock (3) 03/13/2006 03/13/2006 C 3,025,951(1) (3) (3) Common Stock 550,172(1) $0 0 I By Versant Venture Capital II, L.P.(4)
Series D Preferred Stock (3) 03/13/2006 03/13/2006 C 57,424(1) (3) (3) Common Stock 10,440(1) $0 0 I By Versant Affiliates Fund II-A, L.P.(5)
1. Name and Address of Reporting Person*
Versant Venture Capital II, LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
Versant Affiliates Fund II-A, LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
Versant Side Fund II, LP

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
Versant Ventures II LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
ATWOOD BRIAN G

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
JAFFE ROSS A MD

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
COLELLA SAMUEL D

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
MILDER DONALD B

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
LUBASH BARBARA N

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
1. Name and Address of Reporting Person*
ROBERTSON REBECCA B

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG FOUR, STE 210

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Holder
Explanation of Responses:
1. Each of the reporting persons disclaims ownership of the shares reported, except to the extent of their pecuniary interest therein.
2. The issuer's Series C Preferred Stock automatically converted into Common Stock on a 1-for-0.202 basis upon the closing of the issuer's initial public offering and had no expiration date.
3. The issuer's Series D Preferred Stock automatically converted into Common Stock on a 1-for-0.182 basis upon the closing of the issuer's initial public offering and had no expiration date.
4. The shares are owned by Versant Venture Capital II, LP (VVCII). The general partner of VVCII is Versant II, LLC (VVII).
5. The shares owned by Versant Affiliates Fund II-A, LP (VAF-IIA). The general partner of VAF-IIA is VVII.
6. The shares owned by Versant Side Fund II, LP (VSFII). The general partner of VSFII is VVII.
Remarks:
This report is being filed jointly with the report filed by William J. Link as of the date hereof and relates to the same transaction, namely the conversion of the Issuer's Preferred Stock into Common Stock following the closing of its initial public offering. This Form 3 is being filed separately because the number of joint filers exceeded the maximum number of filers permitted by the EDGAR system.
/s/ Robin L. Praeger, Attorney-in-Fact 03/14/2006
** 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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