SEC Form 4 · accession 0001209191-16-129014

Alexza Pharmaceuticals Inc. · ALXA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President & CEO · Director

Period of report

Jun 21, 2016

Accepted (ET)

Jun 21, 2016 · 3:54 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001344413

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 21, 2016	U	37,224	—	D	0	I	By The Thomas and Beth King 2000 Family Trust, as co-trustee
Common Stock^F1	Jun 21, 2016	U	40,000	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock Warrant (right to buy)^F2	$27.7002	Jun 21, 2016	D	5,819	D	Oct 5, 2009	Oct 5, 2016	Common Stock	5,819	D
Stock Option (right to buy)^F3	$1.08	Jun 21, 2016	D	400,000	D	Aug 21, 2015	Jul 21, 2025	Common Stock	400,000	D
Stock Option (right to buy)^F3	$4.57	Jun 21, 2016	D	50,000	D	Jun 27, 2015	Jun 26, 2024	Common Stock	50,000	D
Stock Option (right to buy)^F3	$4.42	Jun 21, 2016	D	50,001	D	Mar 29, 2014	Mar 28, 2023	Common Stock	50,001	D
Stock Option (right to buy)^F3	$3.47	Jun 21, 2016	D	33,449	D	Jul 26, 2013	Jul 26, 2022	Common Stock	33,449	D
Stock Option (right to buy)^F3	$15.30	Jun 21, 2016	D	19,576	D	Jul 28, 2012	Jul 28, 2021	Common Stock	19,576	D
Stock Option (right to buy)^F3	$23.70	Jun 21, 2016	D	9,921	D	Jun 3, 2016	Dec 27, 2019	Common Stock	9,921	D
Stock Option (right to buy)^F3	$21.00	Jun 21, 2016	D	5,453	D	Jun 3, 2016	Feb 23, 2019	Common Stock	5,453	D

F1Per the terms of the Agreement and Plan of Merger, dated 5/9/16, among the Issuer, Grupo Ferrer Internactional, S.A. and Ferrer Pharma Inc. (the "Agreement) and the Offer (as defined in the Agreement), each share of the Issuer's common stock was tendered for $0.90 per share in cash, without interest and less any required withholding taxes, plus one contractual contingent value right per share ("CVR") (as defined in the Agreement).
F2Pursuant to Section 3.5 of the Agreement, effective as of the Offer Closing, the warrant, was cancelled and, in consideration for such cancellation, the Reporting Person automatically received a lump-sum cash payment equal to (a) the total number of shares of the Company's common stock issuable upon the exercise of the warrant, multiplied by (b) the value of the warrant to purchase one share of Company's common stock, calculated in accordance with the Black-Scholes Option Value (as defined in Appendix B of the warrant), without interest and subject to any applicable tax withholding.
F3Disposed of per Section 3.4(a) of the Agreement, whereby each option that was outstanding immediately prior to the Offer Closing (as defined in the Agreement) was cancelled without consideration.