0000919574-13-001054.txt : 20130214 0000919574-13-001054.hdr.sgml : 20130214 20130213192606 ACCESSION NUMBER: 0000919574-13-001054 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alexza Pharmaceuticals Inc. CENTRAL INDEX KEY: 0001344413 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770567768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82505 FILM NUMBER: 13605420 BUSINESS ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650.944.7000 MAIL ADDRESS: STREET 1: 2091 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANSDOWNE PARTNERS AUSTRIA GMBH CENTRAL INDEX KEY: 0001536071 IRS NUMBER: 000000000 STATE OF INCORPORATION: C4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WALLNERSTRASSE 3/21 CITY: WIEN STATE: C4 ZIP: 1010 BUSINESS PHONE: (43) 1 22 789-0 MAIL ADDRESS: STREET 1: WALLNERSTRASSE 3/21 CITY: WIEN STATE: C4 ZIP: 1010 SC 13G/A 1 d1356585_13g-a.htm d1356585_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
Amendment No. 2

ALEXZA PHARMACEUTICALS, INC.
(Name of Issuer)


COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)


015384209
(CUSIP Number)


December 31, 2012
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
**This filing is being made pursuant to Rule 13d-1(b) with respect to Lansdowne Partners Austria GmbH and Lansdowne Partners Limited Partnership and is being made pursuant to Rule 13d-1(c) with respect to Lansdowne Investment Company Limited and Lansdowne Developed Markets Strategic Investment Master Fund Limited.
 

 
 
 


CUSIP No
015384209
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
LANSDOWNE PARTNERS AUSTRIA GMBH
  
     
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b) [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
AUSTRIA
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
1,690,610
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
1,690,110
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,690,110
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
10.74%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
IA
  

 
 
 


CUSIP No
015384209
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
  
     
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b) [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
ENGLAND
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
307,500
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
307,500
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
307,500
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
1.95%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
IA
  

 
 
 


CUSIP No
015384209
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
LANSDOWNE INVESTMENT COMPANY LIMITED
  
     
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b) [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
CAYMAN ISLANDS
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
1,383,110
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
1,383,110
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,383,110
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
8.79%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
CO
  

 
 
 


CUSIP No
015384209
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
 
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
  
     
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b) [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
CAYMAN ISLANDS
  
     
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
 
0
  
     
     
6.
SHARED VOTING POWER
  
 
307,500
  
     
     
7.
SOLE DISPOSITIVE POWER
  
 
0
  
     
     
8.
SHARED DISPOSITIVE POWER
  
 
307,500
  
     
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
307,500
  
     
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 
1.95%
  
     
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
CO
  

 
 
 


CUSIP No
015384209
    

Item 1.
(a).
Name of Issuer:
  
   
ALEXZA PHARMACEUTICALS, INC.
  
       

 
(b).
Address of Issuer's Principal Executive Offices:
  
   
1020 EAST MEADOW CIRCLE
PALO ALTO, CA 94303
UNITED STATES
  
       

Item 2.
(a).
Name of Person Filing:
      
   
LANSDOWNE PARTNERS AUSTRIA GMBH
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
LANSDOWNE INVESTMENT COMPANY LIMITED
  
   
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
  
       

 
(b).
Address of Principal Business Office, or if None, Residence:
  
   
LANSDOWNE PARTNERS AUSTRIA GMBH
WALLNERSTRAßE 3/21
1010 VIENNA
AUSTRIA
 
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
15 DAVIES STREET
LONDON W1K 3AG
ENGLAND
  
       
   
LANSDOWNE INVESTMENT COMPANY LIMITED
C/O CREDIT SUISSE ADMINISTRATION SERVICES (IRELAND) LIMITED
KILMORE HOUSE, PARK LANE
SPENCER DOCK, DUBLIN 1
IRELAND
 
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
C/O CREDIT SUISSE ADMINISTRATION SERVICES (IRELAND) LIMITED
KILMORE HOUSE, PARK LANE
SPENCER DOCK, DUBLIN 1
IRELAND
  
       

 
(c).
Citizenship:
  
   
LANSDOWNE PARTNERS AUSTRIA GMBH: AUSTRIA
LANSDOWNE PARTNERS LIMITED PARTNERSHIP: ENGLAND
LANSDOWNE INVESTMENT COMPANY LIMITED: CAYMAN ISLANDS
  
   
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED: CAYMAN ISLANDS
  
       

 
(d).
Title of Class of Securities:
  
   
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
  
       


 
 
 


 
(e).
CUSIP Number:
  
   
015384209
  
       

Item 3.
  
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[X]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
   
LANSDOWNE PARTNERS AUSTRIA GMBH – 1,690,610
LANSDOWNE PARTNERS LIMITED PARTNERSHIP –307,500
   
LANSDOWNE INVESTMENT COMPANY LIMITED – 1,383,110
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED – 307,500
 
The Common Stock held by Lansdowne Investment Company Limited may be deemed to be beneficially owned by Lansdowne Partners Austria GMBH and the Common Stock held by Lansdowne Developed Markets Strategic Investment Master Fund Limited may be deemed to be beneficially owned by both Lansdowne Partners Austria GMBH and Lansdowne Partners Limited Partnership.
     

 
(b)
Percent of class:
   
LANSDOWNE PARTNERS AUSTRIA GMBH – 10.74%
LANSDOWNE PARTNERS LIMITED PARTNERSHIP – 1.95%
LANSDOWNE INVESTMENT COMPANY LIMITED – 8.79%
   
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED – 1.95%
     


 
 
 


 
(c)
Number of shares as to which the person has:
  
       
   
(i)
Sole power to vote or to direct the vote
    
     
LANSDOWNE PARTNERS AUSTRIA GMBH
0
  
     
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
0
  
     
LANSDOWNE INVESTMENT COMPANY LIMITED
0
  
     
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
 
0
  
           
   
(ii)
Shared power to vote or to direct the vote
    
     
LANSDOWNE PARTNERS AUSTRIA GMBH
1,690,610
  
     
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
307,500
  
     
LANSDOWNE INVESTMENT COMPANY LIMITED
1,383,110
  
     
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
 
307,500
  
           
   
(iii)
Sole power to dispose or to direct the disposition of
    
     
LANSDOWNE PARTNERS AUSTRIA GMBH
0
  
     
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
0
  
     
LANSDOWNE INVESTMENT COMPANY LIMITED
0
  
     
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
 
0
  
           
   
(iv)
Shared power to dispose or to direct the disposition of
    
     
LANSDOWNE PARTNERS AUSTRIA GMBH
1,690,610
  
     
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
307,500
  
     
LANSDOWNE INVESTMENT COMPANY LIMITED
1,383,110
  
     
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED
307,500
  

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   


 
 
 


Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A

Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 

 
February 14, 2013
 
       (Date)
   
 
LANSDOWNE PARTNERS AUSTRIA GMBH*
   
 
By: /s/ Andrea Preslmair-Enzenhofer
 
(Signature)
 
Name: Andrea Preslmair-Enzenhofer
 
Title: Chief Compliance Officer
   
   
 
LANSDOWNE PARTNERS LIMITED PARTNERSHIP*
 
   By: Lansdowne Partners Limited
 
          as general partner
   
 
By: /s/ Yok Wah Tai
 
(Signature)
 
Name: Yok Wah Tai
 
Title: Chief Compliance Officer
   


* The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of the reporting person's pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 


Item 10.
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 

 
February 14, 2013
 
       (Date)
   
 
LANSDOWNE INVESTMENT COMPANY LIMITED*
 
 
   By: Lansdowne Partners Austria GmbH
 
          as investment advisor
   
 
By: /s/ Andrea Preslmair-Enzenhofer
 
Name: Andrea Preslmair-Enzenhofer
 
Title: Chief Compliance Officer
   
   
 
LANSDOWNE DEVELOPED MARKETS STRATEGIC INVESTMENT MASTER FUND LIMITED*
 
 
   By: Lansdowne Partners Limited Partnership
 
          as investment adviser
 
         By: Lansdowne Partners Limited
 
                as general partner
   
 
By: /s/ Yok Wah Tai
 
Name: Yok Wah Tai
 
Title: Chief Compliance Officer


* The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of the reporting person's pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 


 
Exhibit A
 
AGREEMENT
 
The undersigned agree that this Amendment No. 2 to Schedule 13G dated February 14, 2013 relating to the Common Stock, $0.0001 par value per share, of Alexza Pharmaceuticals, Inc. shall be filed on behalf of the undersigned.
 
 
LANSDOWNE PARTNERS AUSTRIA GMBH*
  
     
 
By: /s/ Andrea Preslmair-Enzenhofer
  
 
Name: Andrea Preslmair-Enzenhofer
  
 
Title: Chief Compliance Officer
  
   
   
 
LANSDOWNE PARTNERS LIMITED PARTNERSHIP
 
   By: Lansdowne Partners Limited
 
          as general partner
   
 
By: /s/ Yok Wah Tai
 
Name: Yok Wah Tai
 
Title: Chief Compliance Officer
   
   
 
LANSDOWNE INVESTMENT COMPANY LIMITED*
 
  
 
   By: Lansdowne Partners Austria GmbH
  
 
          as investment advisor
  
     
 
By: /s/ Andrea Preslmair-Enzenhofer
  
 
Name: Andrea Preslmair-Enzenhofer
  
 
Title: Chief Compliance Officer
  
   
   
 
LANSDOWNE DEVELOPED MARKETS STRATEGIC
INVESTMENT MASTER FUND LIMITED
 
   By: Lansdowne Partners Limited Partnership
 
          as investment adviser
 
         By: Lansdowne Partners Limited
 
                as general partner
   
 
By: /s/ Yok Wah Tai
 
Name: Yok Wah Tai
 
Title: Chief Compliance Officer

SK 02575 0005 1356585