SEC Form 4 · accession 0001209191-16-129018
Alexza Pharmaceuticals Inc. · ALXA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edwin S Kamemoto
Officer — EVP, R&D, Regulatory & Quality
Period of report
Jun 21, 2016
Accepted (ET)
Jun 21, 2016 · 3:56 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 StockF1,F2 | Jun 21, 2016 | U | 9,112 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $1.08 | Jun 21, 2016 | D | 125,000 | D | Aug 21, 2015 | Jul 21, 2025 | Common Stock | 125,000 | 0 | D |
| Stock Option (right to buy)F3 | $1.95 | Jun 21, 2016 | D | 35,000 | D | Apr 28, 2016 | Apr 27, 2025 | Common Stock | 35,000 | 0 | D |
| Stock Option (right to buy)F3 | $3.47 | Jun 21, 2016 | D | 15,000 | D | Jul 26, 2013 | Jul 25, 2022 | Common Stock | 15,000 | 0 | D |
| Stock Option (right to buyF3 | $3.47 | Jun 21, 2016 | D | 5,000 | D | Jul 26, 2013 | Jul 25, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F3 | $4.42 | Jun 21, 2016 | D | 43,750 | D | Mar 29, 2014 | May 20, 2024 | Common Stock | 43,750 | 0 | D |
| Stock Option (right to buy)F3 | $4.57 | Jun 21, 2016 | D | 24,000 | D | Jun 27, 2015 | Jun 26, 2024 | Common Stock | 24,000 | 0 | D |
| Stock Option (right to buy)F3 | $15.30 | Jun 21, 2016 | D | 9,999 | D | Jul 28, 2011 | Jul 27, 2021 | Commmon Stock | 9,999 | 0 | D |
Explanation of responses
- F1Includes 6,250 previously reported shares issued as restricted stock units ("RSUs") under the Issuer's 2005 Equity Incentive Plan (the "Plan"). Per Section 3.4(b) 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), each RSU outstanding immediately prior to the Offer Closing (as defined in the Agreement) became fully vested immediately prior to the Offer Closing.
- F2Per the terms of 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).
- 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.