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^*

Oki Mark K

(Last)

(First)

(Middle)

ALEXZA PHARMACEUTICALS INC.

2091 STIERLIN COURT

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Fin, Controller & PAO

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	61,085⁽¹⁾	D

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)	04/24/2007⁽²⁾	04/24/2016	Common Stock	20,000	$8.92	D
Stock Option (right to buy)	01/04/2007⁽³⁾	01/04/2017	Common Stock	636	$11.7	D
Stock Option (right to buy)	01/04/2008⁽³⁾	01/04/2018	Common Stock	1,434	$7.5	D
Stock Option (right to buy)	07/09/2009⁽²⁾	07/09/2018	Common Stock	7,500	$4.35	D
Stock Option (right to buy)	01/02/2009⁽⁴⁾	01/22/2019	Common Stock	7,323	$2.81	D
Stock Option (right to buy)	01/04/2011⁽²⁾	01/26/2020	Common Stock	40,000	$2.38	D
Stock Option (right to buy)	07/01/2010⁽²⁾	06/12/2019	Common Stock	7,500	$1.73	D
Stock Option (right to buy)	12/31/2010⁽⁵⁾	03/25/2020	Common Stock	32,571	$2.76	D

Explanation of Responses:

1. Represents shares issued as restricted stock units (the "RSU") under the Issuer's 2005 Equity Incentive Plan (the "Plan"). Vesting and delivery of all referenced shares is subject to continuous service, as set forth in the Plan, at the applicable vesting dates. 416 shares of the RSU vest, and shares will be delivered to the Reporting Person, on each of 7/9/10 and 7/9/11 and 419 shares of the RSU vest and shall be delivered to the Reporting Person on 7/9/12. 29,917 of the RSUs will vest, and shares will be delivered to the Reporting Person, upon the U.S. Food & Drug Administration's (the "FDA") approval of the Issuer's New Drug Application for the Issuer's AZ-004 (Staccato loxapine) product candidate(the "NDA"). An additional 29,917 of the RSUs will vest, and shares will be delivered to the Reporting Person, on 1/3/11, provided the Issuer receives approval from the FDA of the NDA by 12/31/10.

2. Grant to the Reporting Person of a stock option under the Plan. The option vests over a four-year period, with 25% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of such option vesting in equal monthly installments over the next 36 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

3. Grant to the Reporting Person of a stock option under the Plan. 50% of the shares subject to the option vested immediately on the date of grant, with the remaining 50% of such shares vesting on the one-year anniversary of the date of grant, provided that at the relevant vesting date the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

4. Grant to the Reporting Person of a stock option under the Plan. 50% of the shares subject to the option vested on January 2, 2009 and the remaining 50% of the shares vested on January 2, 2010. The option expires ten years after the date of grant.

5. Grant to the Reporting Person of a stock option under the Plan. 50% of the shares subject to the option vest on the date that the NDA for AZ-004 is approved by the FDA, if ever, and, if such NDA is approved, the remaining 50% of such shares shall vest upon the one-year anniversary of such NDA approval, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

	/s/ Mark K. Oki	05/20/2010
	** 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.