0001140361-11-058836.txt : 20111223 0001140361-11-058836.hdr.sgml : 20111223 20111223141038 ACCESSION NUMBER: 0001140361-11-058836 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111223 DATE AS OF CHANGE: 20111223 GROUP MEMBERS: OCCITAN MASTER FUND L.P. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-82505 FILM NUMBER: 111280042 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: Occitan Capital Partners LLP CENTRAL INDEX KEY: 0001537866 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 55 NEW BOND STREET STREET 2: 4TH FLOOR CITY: LONDON STATE: X0 ZIP: W1S 1DG BUSINESS PHONE: 020 7071 3900 MAIL ADDRESS: STREET 1: 55 NEW BOND STREET STREET 2: 4TH FLOOR CITY: LONDON STATE: X0 ZIP: W1S 1DG SC 13G 1 formsc13g.htm ALEXZA PHARMACEUTICALS INC SC 13G 12-14-2011 formsc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
ALEXZA PHARMACEUTICALS, INC.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
015384100 
(CUSIP Number)


December 14, 2011
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
o
Rule 13d-1(b)
 
 
x
Rule 13d-1(c)
 
 
o
Rule 13d-1(d)
 
 
 
 
 
 
CUSIP No. 015384100
 
  
 
Page   2   of   9   Pages
1.
names of reporting persons
irs identification nos. of above persons (entities only)
Occitan Capital Partners LLP.
2.
check the appropriate box if a member of a group
 
(a) o
(b) o
3.
sec use only
 
4.
citizenship or place of organization
England & Wales
number
of shares
beneficially
owned by
each
reporting
person with
5.
sole voting power
3,339,476
6.
shared voting power
0
7.
sole dispositive power
3,339,476
8.
shared dispositive power
0
9.
aggregate amount beneficially owned by each reporting person
3,339,476
10.
check if the aggregate amount in row (9) excludes certain shares
 
 o
11.
percent of class represented by amount in row (9)
6.03%
12.
type of reporting person
    PN
 
 
 
 
 
 
CUSIP No. 015384100
 
  
 
Page   3   of   9   Pages
1.
names of reporting persons
irs identification nos. of above persons (entities only)
Occitan Master Fund L.P.
2.
check the appropriate box if a member of a group
 
(a) o
(b) o
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
3,339,476
7.
sole dispositive power
0
8.
shared dispositive power
3,339,476
9.
aggregate amount beneficially owned by each reporting person
3,339,476
10.
check if the aggregate amount in row (9) excludes certain shares
 
 o
11.
percent of class represented by amount in row (9)
6.03%
12.
type of reporting person
    PN
 
 
 
 
 
4 of 9 Pages
 
Item 1.
(a)
Name of Issuer:
 
Alexza Pharmaceuticals, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices:
 
2091 Stierlin Court
Mountain View, CA 94043
 
 
Item 2.
(a)
Name of Person Filing:
 
This Schedule 13G is being filed jointly by Occitan Capital Partners LLP and Occitan Master Fund L.P.
 
 
(b)
Address of Principal Business Office or, if none, Residence:
 
The address of Occitan Capital Partners LLP is 55 New Bond Street, London, W1S 1DG, England.
The address of Occitan Master Fund L.P. is Walker House, 87 Mary Street, George Town, KYI-9005, Cayman Islands.
 
 
(c)
Citizenship:
 
Occitan Capital Partners LLP is a limited liability partnership organized under the laws of England and Wales.
Occitan Master Fund L.P. is a Cayman Islands limited partnership.
 
 
(d)
Title of Class of Securities:
 
Common Stock
 
 
(e)
CUSIP Number:
 
015384100
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
   o
Broker or dealer registered under Section 15 of the Act.
(b)
   o
Bank as defined in Section 3(a)(6) of the Act.
(c)
   o
Insurance company as defined in Section 3(a)(19) of the Act.
(d)
   o
Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)
   o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)
   o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)
   o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)
   o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)
   o
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.
(j)
   o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
Page 5 of 9 Pages
 
Item 4.
Ownership.
 
 
(a)           Amount Beneficially Owned: **
 
(b)           Percent of Class: **
 
(c)           Number of Shares as to which the person has:
 
(i)           sole power to vote or direct the vote: **
(ii)          shared power to vote or direct the vote: **
(iii)         sole power to dispose or direct the disposition of: **
(iv)         shared power to dispose or direct the disposition of: **
 
** See Attachment A
 
 
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 o .
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Occitan Master Fund L.P., a Cayman Islands limited partnership
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
 
 
 
 
Page 6 of 9 Pages
 
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.
 
 
 
 
 
Page 7 of 9 Pages
SIGNATURE

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

 
 
Date: December 22, 2011
  
     
     
 
OCCITAN CAPITAL PARTNERS LLP
  
     
  By  /s/ Thomas de Garidel-Thoron  
    Name: Thomas de Garidel-Thoron  
   
Title: Managing Member
          Occitan Capital Partners LLP
     
     
 
OCCITAN MASTER FUND L.P.
  
     
  By  /s/ Pearce Griffith  
    Name: Pearce Griffith  
    Title: Director of Occitan Capital Management Inc.,
              General Partner of Occitan Master Fund L.P.
 
 
 
 
 
Page 8 of 9 Pages
 
AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the U.S. Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Alexza Pharmaceuticals, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 22nd day of December, 2011.
 
 
OCCITAN CAPITAL PARTNERS LLP
  
     
  By  /s/ Thomas de Garidel-Thoron  
    Name: Thomas de Garidel-Thoron  
   
Title: Managing Member
          Occitan Capital Partners LLP
     
     
 
OCCITAN MASTER FUND L.P.
  
     
  By  /s/ Pearce Griffith  
    Name: Pearce Griffith  
   
Title: Director of Occitan Capital Management Inc.,
          General Partner of Occitan Master Fund L.P.
 
 
 
 
 
Page 9 of 9 Pages
ATTACHMENT A

 
1.         Beneficial Ownership (Item 4(a) and (b) of Schedule 13G)
 
As of December 14, 2011, Occitan Capital Partners LLP, as the investment manager of Occitan Master Fund L.P., may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of 3,339,476 shares of Common Stock of Alexza Pharmaceuticals, Inc. (the “Common Stock”).  Accordingly, Occitan Capital Partners LLP may be deemed to be the beneficial owner of the 3,339,476 shares of Common Stock, which, based on there being 55,350,000 shares of Common Stock outstanding as reported on Bloomberg on December 14, 2011, represents approximately 6.03% of the outstanding Common Stock.
 
As of December 14, 2011 , Occitan Master Fund L.P. was the direct beneficial owner of  3,339,476 shares of Common Stock, which, based on there being 55,350,000 shares of Common Stock outstanding as reported on Bloomberg on December 14, 2011, represents approximately 6.03% of the outstanding Common Stock.
 
Occitan Capital Partners LLP disclaims beneficial ownership of the 3,339,476 shares of Common Stock, except to the extent of any pecuniary interest therefrom.
 
2.         Power to Vote and Dispose (Item 4(c) of Schedule 13G)
 
As of December 14, 2011, Occitan Capital Partners LLP may be deemed to have sole power to vote or to direct the voting of and to dispose or to direct the disposition of the 3,339,476 shares of Common Stock.
 
Occitan Capital Partners LLP disclaims beneficial ownership of the 3,339,476 shares of Common Stock, except to the extent of any pecuniary interest therefrom.