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*
PAKIANATHAN DEEPIKA

(Last) (First) (Middle)
DELPHI VENTURES
3000 SAND HILL RD. BLDG 1, STE 135

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2011
4. 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 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 01/26/2011 01/26/2011 J (1) 15,883 (2) D $0 6,587 D (3)
Common Stock 989,678 I See footnote (4) (4)
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
Explanation of Responses:
1. Represents a pro rata transfer by the Reporting Person without consideration to the members and/or assignees of Delphi Management Partners, VI, L.L.C. ("DMP VI"), the general partner of each of Delphi BioInvestments VI, L.P. ("DBI VI") and Delphi Ventures VI, L.P. ("DV VI" and together with DBI VI, the "Delphi VI Funds") in accordance with the Amended and Restated Limited Liability Company Agreement of DMP VI (the "DMP VI LLC Agreement").
2. Represents the distribution of 18,908 restricted stock units ("RSUs") previously reported as holdings of the Reporting Person granted under the Issuer's 2005 Equity Incentive Plan (the "Plan") in lieu of cash non-employee director compensation, 3,025 shares of which were retained by the Reporting Person as her portion of the respective DMP VI percentages. The vested RSU shares were delivered to the Reporting Person on January 26, 2011, the one year anniversary of the date of grant.
3. Pursuant to the DMP VI LLC Agreement, the Reporting Person is deemed to hold the RSUs for the benefit of DMP VI, which is entitled to hold the shares upon issuance. DMP VI may be deemed the indirect beneficial owner of such shares, and the Reporting Person is a managing member of DMP VI and may be deemed to share voting and dispositive power over the RSUs held by DMP VI. The Reporting Person disclaims beneficial ownership of the such shares except to the extent of any pecuniary interest therein.
4. 979,880 shares are held directly by DV VI and 9,798 shares are held directly by DBI VI. DMP VI is the general partner of each of DV VI and DBI VI and may be deemed to have beneficial ownership of the shares held by such entities. The Reporting Person is a managing member of DMP VI and may be deemed to share voting and dispositive power over the shares held by the Delphi VI Funds. The Reporting Person disclaims beneficial ownership of shares held by the Delphi VI Funds except to the extent of any pecuniary interest therein.
/s/ Brent D. Fassett, Attorney-in-Fact 01/28/2011
** 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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