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^*

Zaffaroni Alejandro A

(Last)

(First)

(Middle)

4005 MIRANDA AVE.

#180

(Street)

PALO ALTO

94304

(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
	Officer (give title below)	Other (specify below)

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	18,181	D
Common Stock	127,272	I	By the Zaffaroni Partners, L.P.⁽¹⁾

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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	123,000⁽²⁾	⁽²⁾	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	123,000⁽²⁾	⁽²⁾	I	Held by his spouse
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	27,500⁽³⁾	⁽³⁾	D
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	27,500⁽³⁾	⁽³⁾	I	Held by his spouse
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,094,864⁽³⁾	⁽³⁾	I	Held by the Lida Zaffaroni 2005 Annuity Trust #1⁽⁴⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,092,226⁽³⁾	⁽³⁾	I	By the Silveira Irrevocable Trust u/a/d 7/29/87, as co-trustee with his spouse
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	20,000⁽⁵⁾	⁽⁵⁾	D
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	20,000⁽⁵⁾	⁽⁵⁾	I	Held by his spouse
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	34,000⁽⁶⁾	⁽⁶⁾	D
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	34,000⁽⁶⁾	⁽⁶⁾	I	Held by his spouse
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	795,860⁽⁶⁾	⁽⁶⁾	I	Held by the Lida Zaffaroni 2005 Annuity Trust #1⁽⁴⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	795,262⁽⁶⁾	⁽⁶⁾	I	By the Silveira Irrevocable Trust u/a/d 7/29/87, as co-trustee with spouse
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	780,000⁽⁶⁾	⁽⁶⁾	I	By the Zaffaroni Partners, L.P.⁽¹⁾

Explanation of Responses:

1. The Reporting Person and his spouse are general and limited partners of Zaffaroni Partners, L.P. As a partner, the Reporting Person and his spouse may be deemed to have indirect beneficial ownership of the shares owned by Zaffaroni Partners, L.P. The Reporting Person disclaims beneficial ownership of such shares held by Zaffaroni Partners, L.P. except to the extent of his pecuniary interest arising therein.

2. The Issuer's preferred stock will automatically be converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series A Preferred Stock into 0.186 shares of Common Stock upon the closing of the initial public offering.

3. The Issuer's preferred stock will automatically be converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series B Preferred Stock into 0.192 shares of Common Stock upon the closing of the initial public offering.

4. The shares are held by the Lida Zaffaroni 2005 Annuity Trust #1, of which the Reporting Person's spouse holds a pecuniary interest in the annuity provided for in the trust agreement.

5. The Issuer's preferred stock will automatically be converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series C Preferred Stock into 0.202 shares of Common Stock upon the closing of the initial public offering.

6. The Issuer's preferred stock will automatically be converted into Common Stock upon the closing of the Issuer's initial public offering. The number of shares does not reflect the automatic conversion of each share of Series D Preferred Stock into 0.182 shares of Common Stock upon the closing of the initial public offering.

	/s/ Alejandro A. Zaffaroni	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.
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