SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KING THOMAS BRAXTON

(Last)

(First)

(Middle)

ALEXZA PHARMACEUTICALS INC.

1020 E MEADOW CIRCLE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/08/2006

3. Issuer Name and Ticker or Trading Symbol
Alexza Pharmaceuticals Inc. [ ALXA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	181,817	I	By the Thomas & Beth King 2000 Family Trust, as co-trustee

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	06/23/2004⁽¹⁾	07/30/2013	Common Stock	272,728	$1.1⁽³⁾	D
Stock Option (right to buy)	06/23/2006⁽²⁾	12/15/2014	Common Stock	181,818	$1.1⁽³⁾	D

Explanation of Responses:

1. Grant to Reporting Person of a stock option under the Issuer's 2005 Equity Incentive Plan. 25% of such shares vest on the one-year anniversary of the vesting commencement date. The remaining 75% of such shares vest at each succeeding monthly anniversary of the vesting commencement date at a rate of 2.0833% of the total shares of such option. The option expires ten years after the date of grant.

2. Grant to Reporting Person of a stock option under the Issuer's 2005 Equity Incentive Plan. 10% of such shares vest on the one-year anniversary of the vesting commencement date, 10% of the total initial number of shares under such option shall vest on the twenty-four month anniversary of the vesting commencement date, 40% of the total initial number of shares under such option shall vest on the thirty-six month anniversary of the vesting commencement date and the remaining 40% of the total initial number of shares vest each succeeding monthly anniversary date thereafter in twelve equal monthly installments. The option expires ten years after the date of grant.

3. In return for the extinguishment of a loan between the Issuer and the Reporting Person, and the payment of associated taxes, the Issuer will increase the aggregate exercise price of these options such that the aggregate intrinsic value of this stock option award is reduced by an amount equal to the amount of the loan extinguished and related taxes paid on his behalf. This transaction will be settled immediately before the closing of the Issuer's initial public offering and will be based on the initial public offering price per share.

	/s/ Thomas B. King	03/08/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.